A Spider-Woman and her Spider-Man
by HandAssassinSpider-man
Summary: Jessica Drew has been the hero Spider-woman for years. She soon discovers that another person like her with an all too similar past and even darker future exists. She now finds herself trying to help him regain his humanity while facing challenges from both her fellow heroes and enemies that would do anything to have him in their possession and her own feelings for the man.
1. Chapter 1

So… here's my Second story called 'A Spider-woman and her Spider-man'. Basically the premise is Peter Parker and Jessica Drew have sort of reverse origins. While both were raised and trained by HYDRA, Jessica was able to escape when she was around 15. For the next 10 years she has gone on to become one of Earth's greatest heroes as The Spectacular Spider-woman!

While Peter was kept imprisoned and brainwashed into becoming a nearly emotionless killing machine with a dark sense of humor. The Avengers team that attacked the HYDRA base Peter was 'stored' at was composed of Captain America (Steve Rogers), Iron Man (Tony Stark who is not a member anymore, more of a part time), Hank and Janet Pym (Giant/Ant Man and Wasp), Hawkeye (Clint Barton) and Black Widow (Natasha Romanov).

Anyhow the story will be dealing with Jessica trying to help Peter become more human and come into his role as a hero. Trust me, it is nowhere near as easy as it sounds. Jessica will have her work cut out for her from both HYDRA's 'conditioning' of Peter and skeptical heroes on wheatear Peter can be helped or saved.

Disclaimer: I do not own any of the Marvel characters seen, mentioned, or used in this Story.

* * *

Chapter 1

Avengers Tower, New York City, June 1st 2:33 PM

A woman in a red and yellow body suit with raven colored hair, green eyes and a body to put some of the greatest supermodels to shame was currently sitting in a conference room of sorts where 'Earth's Mightiest Heroes' meet and plan out the day to day operations of the team and its members. The woman in question was Jessica Drew aka The Spectacular Spider-woman, one of the very first Avengers and second in command to the current team that is composed herself, Captain America (Steve Rogers) the leader, Hank and Janet Pym (Giant/Ant Man and Wasp), Hawkeye (Clint Barton) and Black Widow (Natasha Romanov) and Blue Marvel (Adam Brashear).

Jessica had just returned from seeing her friend Carol Danvers aka Captain Marvel off who is now a member of the Guardians of the Galaxy. On her return she was greeted by a (to her surprise) bruised and weary Steve Rogers who told her to meet him in the conference room. And now here she is, waiting to see what the First Avenger wanted to discuss.

"Jessica… at 1400 hours yesterday Iron Man had come across hidden HYDRA base while he was in Germany for a business meeting with a few companies on a joint venture." Steve started off in a professional manner. The mention of HYDRA immediately caught Jessica's attention.

"How did Tony go from a boring business meeting to finding a HYDRA base?" Jessica questioned a bit confused.

"Stark had JARVIS running scans of any activity of AIM who have been reported in the area. JARVIS discovered a radio signal that they were using to communicate that mentioned the location to a nearby HYDRA base and after investigating a little further, Stark called us in." Steve explained.

"Thanks for the heads up Cap" Jessica stated sarcastically but with no venom.

"Sorry Jess, but I figured you would rather spend some time with your friend Carol as she will be off Earth and out of communication for the next several months." Steve said. And it was true, she'd rather spend the day with her best friend than fighting a bunch of people who ruined the first 15 years of her life.

"Sooooo… who'd you take with you to back up Stark?" Jessica asked

"Adam was at the time at some sort of science convention in Miami, and with you on SWORD's orbital base with Carol, I took Clint, Natasha, Hank, and Janet to meet up with Tony near the base to plan out our attack. At 1900 hours… we assaulted the base with me, Clint, and Natasha infiltrating the base while Stark, Hank, and Janet kept the defense forces busy." Steve seemed to hesitate to want to continue and Jessica noticed but decided to wait and see what happened to have Steve end up looking like he got caught in a slug fest between Blue Marvel, Sentry, and Hyperion. "We discovered that the base was the center for project 'Arachnid Alpha Phase'" Steve said grimly.

Jessica felt her heart skip a beat at the name of the project that made her. When Jessica was only a baby she was stolen from her parents and put in a HYDRA experiment that was trying to create their own version of a Captain America super soldier. They ran numerous tests on her before injecting her with a similar formula the Red Skull used back in World War 2 when she was 13, only it had the DNA of several different spiders in it to try and boost her potential abilities. The formula gave her strength and speed that surpassed even Captain America along with the bonus of unintentionally activating her latent x-gene which allowed her to produce a type of bioelectric blast from her hands with enough voltage in them to drop a blue whale at full power.

Then all of sudden she remembered that Steve said 'Alpha Phase'. "Wait, wait, wait, what do you mean Alpha Phase?" she questioned.

Steve looked uneasy and looked at her with a sympathetic look "Tony had JARVIS download the files that were stored on the base's computers and discovered that you were labeled as more of a side experiment than the actual project itself, a backup for all intents and purposes. In fact, Tony has discovered that Project Arachnid started a good year before you were kidnapped. We also found the end result of HYDRA's plan..." Steve trailed off

"How bad were they?" Jessica asked already fearing on just how far HYDRA twisted this person into a monster and has a feeling if Steve's appearance is anything to go by on how the encounter went.

Steve had grim smile before saying "He broke both of Barton's arms in three different places, Natasha has a broken collar bone and a cracked skull, and I ended up with a few bruised ribs and a mild concussion." Steve sounded off the injuries he and his team received, which caused Jessica to wince after hearing just how bad they got it. Steve continued "It took Stark and Hank to contain the man after they and Janet arrived."

' _It took both Giant man and Iron Man to take one man down?'_ Jessica though in shock on the amount of power needed for just one man. "What happened next?"

"The 'Spider-man' as Tony and Janet have taken to call him was heavily sedated, both to help keep him restrained and to help him from moving around and heal the numerous broken bones and fractures he received from Hank when he 'had enough and put his foot down'… Tony's words not mine." Steve spoke with some exasperation.

"Is… is he here now?" Jessica asked hesitantly. She was sort of curious to meet what was apparently her both her predecessor and successor and like her and different in more ways than she cared to admit if what Steve has described is true or not.

"He's down in medical heavily restrained and monitored. Personally, I didn't want Fury or SHIELD to get anywhere near him." Both Steve and Jessica knew what would likely happen to the man. SHIELD would more or less use him in a similar fashion to what HYDRA had in mind, and honestly they both couldn't really tell what would be worse. Yes SHIELD were the 'good guys' but in the past Fury and SHIELD have both done things 'for the greater good' that leaves the Avengers, X-men, Defenders, Squadron Supreme, and Fantastic Four feeling uneasy and distrusting of the spy organization. Hell it's because of their actions both known and unknown that caused Natasha, Clint, Bobbi, and herself to leave and join up with the Avengers or in Bobbi's case the Defenders.

Jessica licked her lips nervously before looking Steve in the eyes and saying "I want to see him"

Steve stared at her for a moment before nodding and leading her towards the elevator that would take them down to medical and to have Spider-woman meet… Spider-man.

* * *

And that is the first Chapter of 'A Spider-Woman and her Spider-Man'. So far it's established that Jessica is a hero to the world and a member of the Avengers, while Peter was until recently an agent of HYDRA. Next chapter will be the meeting for these two almost mirror images of each other and what the rest of the team thinks of this situation, and Fury (the old White one for now) and Shield will be acting similar to their Ultimate verse versions and won't let a potential asset like Peter get away that easily.


	2. Chapter 2

Chapter two to A Spider-Woman and her Spider-Man

Disclaimer: I own none of the Marvel characters seen, mentioned, or used in this story.

Avengers Tower, Medical wing June 1st 2:44 PM

(Spider-woman POV)

Jessica Drew was currently staring a heavily restrained Spider-man who had just awoken not even 5 minutes ago. Turns out he has a rather strong tolerance to most forms of pain medication. She didn't know if that was from having a good healing factor, or because he's been that injured or worse often enough his body has grown a form of resistance to it.

She hopes it's the former but given that he was in HYDRA's care she thinks it was more the latter. Still even though he has restraints on him to hold all but the strongest of heroes and or villains all over his arms, legs, and chest, he looked to be fairly comfortable.

"Hello" Jessica started off the soon to be rather interesting conversation. She continued to study the man's appearance, who from what she could guess was maybe a year or so older than her. He looked to be about 5'11 to her 5'9 and had a gymnast like body. His hair was a bit short, likely it was completely cut off and is still growing back, and his eyes were brown with a tinge of green along the edges. She will admit that the man was fairly cute. If Carol was here and they were both unaware of this man's circumstance she'd tell Jess to get in there and claim him before she or another woman does.

"…" came the reply of for now named Spider-man

"I'm Spider-woman" Jessica said with her mask/cowl already on before she got off the elevator with Steve.

"…" Spider-man stared at her with an empty expression

Jessica couldn't say she was too surprised that he wasn't responding. Or that he seemed to have little to no visible emotion. HYDRA really went the extra mile to have a mindless soldier to control.

"So… are you in any pain at all?" Jessica winced at that question ' _Of course he probably is, it's how he ended up here in the first place.'_ She thought ruefully. She stared at him for a few moments to see if she would get a response and when none came she frowned.

"How's it feel to be free of HYDRA finally?" she asked. Jessica noticed that for a brief moment she saw Spider-man's right hand's fingers twitched ever so slightly. She didn't know if that he was happy, sad, or angry that he's no longer with them.

Jessica decided to try something that could get him to be more vocal, she doesn't usually like to manipulate people like this but she figured he was tense and likely nervous and this could help calm him down. She slowly used her pheromones to try and see if she could get the man to relax. She watched him and noticed how he suddenly went ridged and then to her intrigue and surprise glare at her, she swore she even heard a growl.

' _Well…'_ she thought _'this might be a little harder than I thought.'_

Avengers medical wing observation room: same time (Steve Rogers POV)

Steve and the rest of the Avengers current members including Tony were sitting in the observation room watching the two Spiders talk, or Jessica talk while the man remained quiet.

Adam Brashear aka Blue Marvel was the first to speak "So this man was able to single handedly take on Rogers, Barton and Romanov and win?"

Janet spoke next "Yeah… by the time me Hank and Tony got there Clint was down and out, Natasha not far behind him and Steve was on his last legs"

"He got lucky is all" came Clint's defense "I assumed that being frozen and only recently thawed out he would be all sluggish and out of it. Not ready to instantly kick our ass and make it look easy"

"Well Legolas, you know what they say about assuming" came Tony Stark's reply which earned him a scowl from the currently crippled purple archer.

"He even was able to still stand back up after I stepped on him" said Hank Pym "Either he has a really high pain tolerance or he was determined to fight on till the bitter end."

"Do you think it was a wise idea to bring the man back here Rogers?" asked Natasha who was standing next to him

Steve was quite has he thought about his decision to bring the man with them instead of leaving him with the other HYDRA goons to be arrested and imprisoned by SHIELD

"Yes. I rather have him here so we can keep an eye on him. If Fury got his hands on him there's no telling what could happen." Steve said

"You really think Fury and SHIELD would use him to possibly take us out?" came Adam's reply

"No, at least I don't think but I rather not take the risk with him being under Fury's control. Besides I think this Spider-man has been used enough as it is" Steve remarked

"But can he be trusted? I mean yeah his back story isn't all that different from Jessica's, but she did escape while he stayed right?" Clint said

"No, Jessica was able to escape because between the two she was more expendable. Spider-man was true prize that HYDRA wanted to keep" came the reply of Tony "They kept him under such tight security that they made Alcatraz look like a joke in comparison."

"Jessica seems to be done with her one sided conversation" Janet said.

On the monitor the assembled heroes watched as Spider-woman made her way out of the room and towards observation.

"Let's continue this debate when Jessica gets here" Natasha said "She has as much say in deciding Spider-man's fate and even more so because of her connection to him even if it is distant"

"Agreed" came the response of all of the other Avnegers as they continued to watch Spider-man on the video and waited for Jessica to join them.

And done. Well we now have an idea of what the Avengers think of the entire situation. Next chapter will be dealing with Jessica helping decide Spider-man's fate and discovering more information about him. And SHIELD will be appearing in accordance to Spider-man's fate.


	3. Chapter 3

And chapter three to which will show the Avengers deciding Spider-man's fate and discovering a bit more info on him and won't lie it's kind of depressing.

Disclaimer: I own none of the Marvel characters seen, mentioned, or used in this story.

* * *

Avengers Tower Medical observation room June 1st 2:58 PM

Jessica entered the observation room to see all current Avengers and Tony sitting around the observation room, or in Adam's and Steve's case standing. She also saw on the largest monitor a video of Spider-man still restrained and on display beneath it was a bunch of stats of his blood pressure, heart beat, etc.

Steve spoke first "Jessica had did your, ah conversation go?"

"Seeing as you guys apparently saw it I'll just say that HYDRA really and I mean really went the extra mile for this guy." Jessica stated all though she was a bit annoyed that the team was spying on her rather embarrassing one sided conversation.

"Sorry Jess" started Janet "But we were a little curious on how he would react to seeing you. I mean he does have some clue on who you are right?"

"Honestly I don't even know if he's aware that he's not with HYDRA anymore. Who knows, maybe he thinks this is some kind of test created by his handlers to see how he will react to being captured." Jessica said tiredly as she made her way to a seat that was free next to Clint.

Tony spoke up next "What about the little growl thing he did earlier? That's really the first emotion and reaction I've seen from him since he got here."

Jessica looked a little sheepish and ashamed "I tried to use my phenomes to try and get him to relax because he seemed tense. Instead I guess I made him angry or uncomfortable"

"Wait…" Clint started "are you saying that your lovely charm and good looks didn't affect this guy? Man, I'm actually torn between admiring the guy and feeling bad for him"

Jessica gave the archer a thoughtful look before saying "I should slap you for that, but it looks like Spider-man did plenty of that earlier, shame." She said with false disappointment.

"Okay let's get back to the matter at hand here. We still have a highly dangerous person not 20 feet from us that was able to take on Clint, Cap, and Natasha all on his own and give Stark and Pym here trouble" Adam said wanting the conversation to get back to why they were all here in the first place.

"He's right. Jessica since you're here we would like to hear you input on what should be done with this Spider-man" Steve said

"We could try letting Xavier get a look at him, see if there's anything that HYDRA may have put in his head" Janet offered

"We could –" Steve stared before JARVIS, Tony's A.I. interrupted

"I apologize for interrupting sir but I have finally finished decoding the last of the electronic files from the HYDRA installation that Mister Stark had downloaded" came the electronic artificial voice with a slight English tone to it.

The other Avengers all looked eager to hear more info on their mystery man.

"What you've found JARVIS? Hopefully a name because while Spider-man is a pretty good name, I think people will start thinking that Spider-woman here and he are a couple." Tony asked his faithful cyber butler

"It appears that Spider-man was born into the program. His mother who was captured was named Mary Parker wife to the late Richard Parker who had reported her missing after she didn't come home from his brother and sister-in-law's home. She at the time was almost 4 months pregnant. After her capture HYDRA had her injected with an advance form of the serum used on miss Drew in an attempt to see if her child would be able to integrate the serum into its development and gain any kind of spider like abilities." JARVIS said

The assembled heroes couldn't help but be shocked or in Jessica and Janet's case horrified at what happened to Mrs. Parker and her than unborn son. Steve, Adam, and Clint had a stony expression on their faces that clearly showed that they were beyond angry at the fate the woman and their temporary ward endured. Stark and Hank looked beyond on disturbed at what the HYDRA scientist did and how it happened to an innocent woman and her unborn baby and Natasha while still expressionless had an aura around her that stated angry and a little sympathetic

Hank was the first to speak in a slightly shaken voice "D-did… Mrs. Parker survive?" but he already had a feeling on the answer.

"Not for long I'm afraid. When it became clear that Mrs. Parker wasn't going to survive, the director of the project had authorized to have the still developing child surgically removed and placed in a specialized womb like device that would continue to provide nourishment and growth while also allowing the embryo to be monitored." JARVIS said with what sounded like genuine sadness.

"Even after 70 years and with the Red Skull dead, HYDRA still proves it's an organization of monsters." Steve said both sadden at the fate of Mrs. Parker and angry at just how far HYDRRA was willing to go.

"What happened after the procedure?" Tony asked, not really wanting to know but having really no other choice.

"The procedure resulted in the death of Mrs. Parker whose body was disposed of afterwards. Spider-man was placed in the artificial womb where it was constantly monitored until birth. After the first 3 months the child was nearly lost which forced HYDRA to start a backup program that Miss Drew was part of in the event that the child died. Once the child was born he was gradually taught advance forms of hand to hand combat, espionage, firearms, tracking and stealth." JARVIS stated

"Wait hold up a second." Jessica started "Is there a name for Spider-man JARVIS? Maybe one that Mary and her husband Richard picked out before her death?"

"No miss Drew, I have scanned messages and recordings of both the Parker families and HYDRA security footage and Intel reports and it is shown that Richard and Mary Parker were waiting for the child to be born before picking a name. The scientist and security personnel had taken to calling Spider-man, Subject 01. " JARVIS answered

Jessica was horrified with how Spider-man came into being. First his parents were separated which resulted in his mother being experimented on and ending up dead with the man being placed in some kind of fake baby growing thing so has to keep him alive to further experimented on and he didn't even have a proper name.

Yeah she was kidnapped when she was like a month old and now reveled to be a backup incase Spider-man died but her origin wasn't that tragic in that she was practically ripped from her mother's womb and grown to kill and serve a group of evil bastards on par with the Nazis. Still it turns out Spider-man might have an aunt and uncle so maybe she could help reunite the broken and scarred family. That train of thought was crushed with what was revealed next.

"Jarvis" Adam said "what happened to Spider-man's aunt and uncle?"

"Benjamin Parker was killed when he saved a woman and her daughter from being shot in a convenience store robbery eleven years ago. His wife May Parker died three years ago to a severe heart attack while she was visiting a friend of hers in San Francisco." JARVIS replied

'… _Well shit, their goes that idea'_ came the saddened thought of a now depressed Jessica. From the looks on the other's faces they were likely thinking the same thing.

Janet looked like she was about to cry. The woman who is known to the world as the Wasp and considered the emotional core of the team had seen a lot of horrifying things in her career as a hero, and this was definitely in the top 5 for her.

"So he has no family left?" Janet asked as she looked at the monitor that showed Spider-man now apparently asleep.

"I'm afraid not Mrs. Pym" JARVIS replied.

The entire room was quite for a moment as they thought about the information they have just learned regarding the man not even 30 feet from them.

All of a sudden the door opened, catching everyone by surprise.

And in walked Nick Fury, director of SHIELD and to many of the Avengers the biggest asshole they've ever met.

Fury was a white male who looked to be in his 60's but looked to be in top physical health. He had an eyepatch on his left eye and was wearing a sort of blue combat suit the most SHIELD personnel have taken to wearing. He was flanked by Maria Hill on one side and Phil Coulson on his other. Both looked uncomfortable to be here, especially Coulson.

"Rogers, is there a reason why you thought it prudent to take a member of HYDRA back to your HQ and place him in your medical ward like he's a patient?" Fury demanded as he crossed his arms and glared at the star spangled Avenger.

Steve continued to stare at the man who had more or less just broken into their tower. From what Steve could see in the corner of his vision, Tony looked angry and was already thinking of ways to up the security. Steve looked back to Fury and said "Director Fury I was unaware that you would be visiting, I'm afraid we are a little busy."

"Cut the bullshit Rogers, why isn't this man in my custody like his compatriots?" Fury said

Adam then spoke up "Jessica, Janet, go keep Spider-man some company." Adam wanted the man to be watch in person especially if Fury was here. Something was telling him that Fury is aware of who and what Spider-man is and will likely try to apprehend him.

Jessica and Janet immediately got up and left the observation room and headed for Spider-man's room. All ready knowing why they were asked to leave. Adam wanted them to be there in person incase Fury tried to pull a fast one.

"Coulson, Hill go with them in case they need help getting the man a tissue" Fury ordered his two top agents.

"Yes sir" came the response of both agents at the same time.

They both followed the two female Avengers out, leaving Fury alone with Captain America, Iron Man, Blue Marvel, Black Widow, Giant Man and Hawkeye to discuss the current situation.

"Now then…" started Fury "Why have you yet to release this man into my custody?"

"Spite, mostly" came Stark's response "and since he's an Avenger problem, not SHIELD we decided not to bother you. I'm sure your too busy screwing the world up more than it already is to have time to deal with the man."

Tony Stark always had something smart to say and took great joy in annoying people, Particularly Fury.

"I make time for people that can apparently take on almost all of the Avengers and nearly win." Fury stated and looking pointedly at Clint, Natasha and Steve.

"Nah we had him smack us around to keep us humble. Can't let these powers of ours go to our head now." Clint said

"He's a threat. A threat that needs to be contained" Fury said

"You mean he's a threat because you don't have him under your thumb" Steve challenged

Fury then rebuked "A man of his skills and abilities left unchecked is a danger –"

Natasha was the one to interrupt Fury "He isn't being left unchecked. Spider-woman and I have taken to being his handlers."

This caught everyone by surprise.

"You and Drew?" fury said with a mix of disbelief and amusement

"They are the best suited with helping the man recover from the trauma HYDRA has placed on him, and they will be able to deal with him the most effectively should he try anything" Rogers defended

"From the surveillance cameras SHIELD has reviewed I highly doubt Romanov here could stop him even if she wanted." Fury said

"I was unprepared for him. Now that I know what he can do I can plan put how to deal with him, and with Spider-woman's powers of… persuasion it shouldn't be too hard to rain him in if we must." The Black Widow said

"Translation Fury, we got it handled now get the hell out of my tower before I have Adam here toss you out" Stark said

Fury was quite for a moment before saying "I want updates on him. The first sign of you losing control of him and you relinquish custody to me."

Steve didn't look particularly happy but nodded in agreement.

Fury than contacted Hill and Coulson and told them to meet him on the landing pad outside for pick up and then left.

The Avengers were quite for a moment before Hank spoke up "He's going to try something. He's likely already aware of everything about Spider-man from the captured HYDRA personnel he has and will try likely create a scenario where we have no choice but to hand him over"

The others seemed to agree with that statement before Clint said "Hey Nat… are you sure you want to be this guy's handler? I know Jessica will probably want to help Spider-man in any way she can already but why you?"

Natasha was quite for a moment before replying "Jessica will need help and I'm the only other one here that can help her. Unless you all prefer Logan to help instead?"

"Oh god no" Adam said with a chuckle "That last thing we need is another Wolverine running around this time with spider powers"

"I second that" Hank said with a grin

"Yeah" Steve and Clint said at the same time

"Technically he wouldn't be called a Wolverine because of his powers but I don't need him and Logan cleaning out my liquor cabinet faster than I can breathe." Tony joked "Now if anyone needs me I'm off to change and perfect our security so eye patch can't get back in as easily"

"I'll help you out" Adam said as he followed Tony out of the observation room leaving Clint, Steve, Natasha, and Hank alone.

"Well… let's go see how the Wasp and Spider-woman are handling Spider-man" Clint said as he stood up and began to make his way to Spider-man's room.

The rest of the Avengers followed the purple archer also wanting to break the news to Jessica and Janet on what happened.

* * *

And done. So we found out more about Spider-man, and we see Fury try to have him taken and placed under his watch. Next chapter will deal with Jessica, Janet, Hill, and Coulson and to a degree spider-man who will also be getting his name.

And don't worry Fury isn't nowhere near close to giving up trying to get Spider-man


	4. Chapter 4

And here is chapter 4 to one of 3 stories that I've taken to writing about. This chapter we see what happened between Coulson, Hill, Jessica, Janet and Spider-man while the Avengers dealt with Fury's first attempt to get the man under his control.

Spider-man will also be getting his name so he doesn't have to be constantly called Spider-man. And Jessica will find out that she and Natasha will be Spidey's handlers.

Disclaimer: I don't own any of the Marvel characters seen, mentioned, or used in this story.

* * *

Avengers Tower, Medical wing June 1st 3:01 PM

Jessica and Janet were currently monitoring Spider-man or at least she was while Janet was speaking to Phil Coulson and Maria Hill. The two SHIELD agents were actually pretty decent people especially Coulson, Hill while a little cold and by the book isn't heartless or empathic like her boss is.

"So… how are things at SHIELD" Janet asked the duo as Maria was sitting in a chair and occasionally stealing a glance at the only other male in the room who was sleeping. Phil was leaning against the wall and would stare at the door every once in a while and the sleeping form of Spider-man.

"Well, all things considered" Maria said responding to Janet's attempt to strike up a conversation in hopes of easing the awkward tension in the air. "No one has tried to conquer the world this week and there aren't any global threats to handle."

"How are the Avengers doing?" Phil asked as he turned his attention to Janet.

Janet smiled a little at Phil, how couldn't she? The man was pretty friendly and respectful and had a bit of humor in him to make him fun to work with on occasion "Aside from this whole situation, good. In fact we and the Defenders are having a little get together next week. Do you two want to come and say hi and maybe hang out some?"

Maria seemed to frown at the invitation "I don't think Fury will just let me and Phil attend a party with both the Avengers and Defenders unless it's to gather information on you and them."

"I'm afraid I won't be able to attend. I have a case that I'm working on that's related to the Roxxon Corporation" Phil said a little sad at the prospect he won't be at a party with his idol Steve Rogers.

Janet seemed a little down at that "Oh… well if you guys can make it just know that the door is open" she said with a smile.

The agents smiled or in Maria's case her cold look softened and she seemed happier.

Jessica couldn't help but silently chuckle at Janet's antics. She was always friendly to others, at least when they deserve it and had a rather bright outlook on life which was pretty refreshing from her husband who would occasionally get all depressed and mopy. Janet could usually get him out of it but when she was at a fashion shoot for her clothes line, he gets difficult to be around.

Jessica than turned back to the sleeping form of Spider-man and continued to watch him. He seemed peaceful, which was likely the only time he ever knew peace when not being brutally trained into a super soldier for HYDRA. She also noticed he had a few faded scars on his body, not many and she only noticed because of how close she is to him and having eyesight superior to most humans, it's hard not to notice these little details.

From what she's learned from Logan, if someone has a pretty good healing factor which Spider-man seems to since most of the bones that were broken earlier have already healed it's because the wound was so bad that it still left a scar after healing. She couldn't imagine how he got something like that from a HYDRA training regime since from the evidence they have gathered they wanted him to live, pushed to his absolute limits yes, but they needed him alive more then they needed him dead. It was likely from one of the missions they sent him on beforehand.

"So… what are you guys going to do with sleeping beauty here" Maria said as she gestured to Spider-man

"We don't know yet. But I'm hoping he'll stick around, it'd be nice to have a new face around here." Janet said as she looked at the sleeping man's form

"Fury is real interested in this guy" Phil started "I'm already dreading the ways he might try to get Spider-man if he fails this time"

"What's his name anyway?" Maria asked

Janet looked like she was about to answer when Jessica beat her to the punch "HYDRA called him Subject 01" she started and not taking her eyes off of the mentioned man's form. She noticed that his eyes twitched and his body tensed, and he slowly began to stir. "His parents were waiting for him to be born before naming him and HYDRA was never one for caring so…"

"Spider-man huh? Interesting name I suppose, could have been worse" Phil commented

"So are you guys related or something?" Maria questioned with a raised eyebrow

"Actually he's more Spider than even me" Jessica said catching both agents by surprise

"What?" they both said at the same time

Jessica decided to elaborate temporarily diverting her gaze to the confused SHIELD agents "While I have spider DNA in me and can stick to walls that's about it. He on the other hand has both including these retractable fangs in his mouth according to Hank that produce a spider venom that puts the Brazilian wandering spider to shame (world's most venomous spider). And he seems to have some kind of precognitive ability. Recordings and notes from both the encounter and from the scientist in HYDRA have shown he's able to 'sense' danger." She said as she remembered the brief overview of his abilities that Steve gave her when they first came down here when she questioned why the man was considered 'Alpha phase'.

Maria stared at Spider-man in surprise at how different he was from the closest person to him in possibly the whole world. "So… he's a one of kind?" she said

"Pretty much" Janet replied shrugging

Spider-man suddenly made a groan and woke up, catching the attention of everyone in the room. He stared at everyone with a confused look before seeing he was still strapped down. He started to use his superhuman strength to try and break out but they remained tight and didn't even so much as make a sound. The restraints were made for people like Sentry, Blue Marvel and Thor in terms of strength. Granted they could breakout if they used more than 69% of their real strength, and these had a snowballs chance in hell of keeping the Hulk down, they were more than capable of keeping a guy with only the strength in the near 19 or 20 tons range down.

Jessica saw him struggle and spoke up "I'm afraid you won't be getting out of those anytime soon, at least not like that." Catching the man's attention.

Janet then stepped forward and waved a little "Hi… I'm Janet or Wasp if you didn't know because of the whole fighting and stuff" she laughed a little hoping it would keep the man at ease

"…" was Spider-man's response along with a blank stare.

"Do you know where you are Spider-man?" Maria asked as she stood up and walked towards the bed he was in slowly but keeping her eyes on the man

"…" Spider-man remained silent but at the sight of her SHIELD emblem he tensed and let out a low growl.

This caught Maria and Phil's attention. The sudden hostility was either a result from HYDRA's brainwashing or from encounters from SHIELD operatives in the past the few times he was out on a mission. Maria and Phil will later go through the database to see if there were any reports about Spider-man when the returned to the Helicarrier.

"Something tells me SHIELD isn't a favorite of his" Phil drily stated

"Hey… Behave Spider-man" Jessica raised her voice slightly, more to divert his attention from Hill and now Coulson

It worked as his gaze returned to hers, and for a moment she thought she saw annoyance flash through his eyes. She also was beginning to notice something about the man, he wasn't very talkative if at all. After this she plans to get a more detailed look at his medical and psychological files that Tony was able to retrieve from the HYDRA base. She was curious if Spider-man was quite by nature or if it's something more than that.

"You know Jess… we really should thin up of a name for him because calling him Spider-man constantly is going to get old real fast." Janet said as she moved towards a monitor with his vitals on it.

"Do you have any ideas?" Jessica asked

Phil looked thoughtful for a moment before saying "Garry?"

All 3 women in the room and Spider-man turned to him with deadpanned expressions.

"No good?" Phil asked a little embarrassed

"No good" Jessica and Janet said at the same time.

"How about Miguel?" Maria tossed in a suggestion

Jessica seemed to think on that one while Janet responded "That isn't such a bad option actually. Miguel… Parker, it has a nice ring to it." She than looked to Spider-man and said slowly "Miguel Parker?"

The only reaction she got was more silence and his eyes narrowing slightly.

"Huh, guess that name's a no go too" Phil said as he watched the man's reactions

Janet seemed to think for a second before she snapped her fingers and turned back to Spider-man and said "Miles Parker?"

Again she got a slight narrowing of the eyes and silence as a response

Phil than said "How about Ben?"

Again there was no change in responses to the names three of the four occupants in the room were suggesting. Jessica still seemed to be looking at Spider-man intently as if searching for something.

"Peter" was the sudden response from the red and yellow Avenger.

This actually got a different reaction out the man instead of the slight glare and silences. He actually perked up at the name and looked to Jessica with curiosity.

The other three individuals in the room including Jessica were a little shocked at the change in behavior.

"Peter… Parker" Maria said slowly as she thought about the name "Not bad, and he seems to like it more than the ones we've been thinking of."

"Peter huh. I like it" Janet said

Phil was still watching Spider-man or now Peter Parker when he said "Why Peter?" he said as he turned his attention to Jessica

"He seems like a Peter to me, more than a Miles, Miguel, or Ben at least. Besides it's simple and easy to remember." Jessica rationalized

Before either of the two agents of SHIELD could say anything they received a call from Fury telling them that they were leaving.

"Well guess it's back to work" Phil said as he and Maria made for the door "I didn't even get Captain Rogers to sign my cards"

Maria rolled her eyes and said "Captain Rogers isn't going to be going anywhere anytime soon Coulson you get ask him later."

After they left Janet turned to Jessica in confusion and said "Cards?"

Jessica smirked and said "Phil has all of the vintage Trading cards of Steve in mint condition and has been trying to get Rogers to sign them for a while now. But something always seems to come up"

"Poor guy" Janet said with a small laugh

A few moments of silence passed before the door to the room opened and in walked Steve, Clint, Natasha and Hank.

"So what's the word cap?" Jessica asked after everyone filled into the room at different points.

Before Steve could say anything Natasha beat him to it "You and I are going to be Spider-man's handlers until he's -"

"Peter" Jessica interrupted

"Peter?" Clint asked confused

"It's Spider-man's new name. Peter Parker" Janet said a little happy that the man now has an actual name instead of a designation or some spur of the moment alias.

"Peter huh?" Hank stated as he looked at the quiet man near his wife. He seemed relax but kept staring at everyone.

"Well at least we know what to call him now" Steve said

Natasha seemed to stare at Peter in thought before resuming what she said earlier "As I was saying you and I will be Peter's handlers for the foreseeable future"

Jessica seemed a little surprised at this new development "We are?"

"Jess…" Steve started "The only other option we have is to hand Peter here over to Fury and I don't think that would be in anyone's, especially Peter's best interest."

"Why do I feel there's a but coming on" Jessica asked

"Fury wants constant updates and if Peter shows the slightest bit of being out of control we have to hand him over" Steve said a little angry at what Fury wanted

"Helping Peter won't be a cake walk Cap. HYDRA has likely left plenty of sub protocols in his head that we need to uncover and eliminate, and that's not taking in account the many off-the-books protocols that he's been implanted with" Jessica said with experience.

HYDRA has likely placed numerous protocols that go off at specific times or in certain situations or even hearing a certain phrase or word. Then there's the sleeper protocols that aren't recorded and placed in the sub conscious covertly without any record of it mentioned.

"I know which is why tonight you, Natasha and Adam when he's done with helping Tony are going to be going through all of the triggers you went through assuming he has the same ones and we'll call Xavier to see if he can lend us one of his telepaths or him himself to find any other's we've missed." Steve ordered

"Don't worry Jess, I'm sure your boyfriend here will be fine" Clint said

"He's not my boyfriend Clint" Jessica shot back at the famous archer

"Not yet but he will be" Janet said in a sing-song like tone, enjoying helping Clint tease Jessica

"GAH!" Jessica said in exasperation

"All right everyone stop harassing Jess about her love live" Steve said sternly

"Thank you Steve" Jessica said with sincerity

"Wait until Peter here is a bit more humanized than we could hark both of them" Steve said with a small grin, causing the other Avengers to chuckle or in Natasha's case smirk

"And screw you Steve" Jessica said with a scowl at the fact Steve was joining in.

"Well, while this has been a fun day I have an experiment to help Reed on over at the Baxter building and I need to leave. Janet do you want to come? Hank said he got up and ready to leave.

"Sure, I've been meaning to talk with Sue anyway" Janet replied as she followed him out.

Clint than got up "Yeah, I need to get going to. Steve you mind giving me a lift back to the farm?"

"I don't mind Barton, besides I don't want to miss you getting chewed out by Laura for conveniently getting your arms broken so you don't have pick her mom up from the airport tomorrow." Steve said as he chuckled and followed the purple archer out

"Oh yeah I forgot the Abomination's sister was visiting, oh well this will be so worth it." Clint said

The captain and archer leaving now left only Jessica, Natasha, and Peter who seemed to be drifting back to sleep in the medical room.

"Well I think we should give Peter here some rest while you and I come up with a schedule for him" Natasha said as she and Jessica made for the door.

"Yeah…" Jessica said as she looked back at the now sleeping form of Peter Parker. She dimmed the lights and closed the door as she and Natasha went to find Adam and Tony and update them on what's happened.

* * *

And done. So the next chapter will deal with seeing how Jessica, Natasha, and Adam help Peter with eliminating the protocols that have been mentally implanted in him. Should be fun.


	5. Chapter 5

Well here is the update for this story finally. Sorry it took so long but the other two stories I have took a bit longer to make than I thought. But I have gotten to updating this story again so hurray. We will be exploring Jessica, Natasha and Adam's time with helping Peter Parker break out of his 'programing' implanted by HYDRA. Sit back and prepare to see some rather disturbing moments.

* * *

Avengers Tower, Medical Wing June 1st 8:03 PM

Jessica, Natasha, and Adam were all currently in a different medical room with Peter strapped down to a table with several different monitoring devices on him. They were monitoring his body, his brain in particular while Jessica and Natasha were currently reviewing the different triggers that the Avengers, Defenders, X-men and Fantastic Four have recorded over the years with each trigger having a particular function ranging from memory lost to blind out of control rampage. They also had Jarvis call Dr. Helen Chow from Seoul who was in the adjacent room monitoring his health vitals and to be on call if something extreme happens.

"Okay everything is set and ready to go" Adam aka Blue Marvel said as he stood near Peter and checked his restraints. He was making sure that while they were tight and secured they will also be allowed to be broken by Peter should it become necessary. You never know what could happen in times like these.

Natasha and Jessica both looked at each other and nodded before making their way near the two super powered males but keeping a respectful distance in case something happens.

"Alright then" Jessica said before going through the first 3 triggers listed "Rising order… Prodigal child… The sun will rise over a better world…"

The three heroes and doctor watched Peter's reactions and monitored his vitals to see if he would react. So far nothing so Natasha decided to repeat the 3 triggers in German.

"Steigende Ordnung ... verschwenderische Kind ... Die Sonne wird über eine bessere Welt steigen..." still no response from the man so Natasha said the three triggers in Russian since many of HYDRA's brainwashing tecniques orginated in Russia during the cold war. "Восходящая заказ ... Блудный ребенок ... Солнце взойдет над лучший мир"

Adam frowned at the lack of response "Those are generally the most common ones. Looks like it's going to be a long night ladies" earing nods from everyone in the room sans Peter.

The next several hours ticked by when Natasha uttered the first phrase to gain a response from Peter "Ascend…"

The reaction was near instant as Peter's body began to convulse and shake catching all three Avengers by surprise.

Dr. Chow quickly said over an intercom "HE'S GOING INTO CARDIAC ARREST! LET ME IN!"

Jessica ran to the door and punched in the code allowing Chow to run in with her medical bag.

"Adam keep him down" Helen ordered gaining a nod from Adam who grabbed both of Peter's shoulders who was trying to turn and kept him down before he went slack. Chow looked at his heart monitor and saw that it went flat. She quickly checked his pulse on his neck and listened to any breathing but felt and heard none "Fuck… Natasha give me a defibrillator"

"Yes ma'am" the tower's resident spy said as she brought over a small device for the Doctor to use.

Just before Chow could grab the device Peter's heart rate stared up again and resumed its normal beating rate causing everyone in the room pause as they looked at the monitor.

Natasha looked at the trigger she used and saw the description say that this trigger was used to rain in a subject if they were being… difficult. "HYDRA must have used this to keep Peter in line if he ever got out of control."

Jessica looked uneasy "They gave him a protocol to simulate cardiac arrest?"

"With his powers, I doubt HYDRA would have taken any chances" Adam said as he slowly let go of the now awakening Peter.

Chow walked up to the restrained man and shined a light in both of his eyes "Rather ironic name to his trigger with what it's supposed to do."

"HYRDA always was one for twisted irony" Natasha said as she crossed her arms under her chest.

"Well at least we are starting to finally make some progress" Jessica said as she recorded the trigger that was used. They decided to make a list of the words and phrases that give reactions from Peter so when the Telepath being sent by Xavier arrives they know what to look for and destroy.

Chow checked a few more things including his head for any bruising when he was shaking around. "Well he seems fine at the moment, but let's give him a few minutes of rest before we keep going."

She gained some nods out of everyone before she stepped back and made her way to the screens with Peter's vitals "I'm also staying in case something else happens and we don't waste time getting me back in."

"You sure that's wise Doctor?" Adam asked as he looked at the world renowned scientist and doctor.

"Adam… I'm in a relationship with Banner. If I can survive the Hulk in his moments of rage I think I can handle him" Helen said as she took off her coat and tied her hair into a bun and went back to monitoring the HYDRA assassin's vitals.

"Fair enough" Adam nodded in acceptance in the fact that if she can handle the Hulk, one of the few beings on Earth that could take Adam on in a fight and in Hulk's case very likely win if push comes to shove then this should be a cake walk.

After a few minutes passed they resumed their purpose of listing off triggers which were now starting to gain more reactions out of Peter. Unlike 'Ascend' these mainly caused tame reactions such as in 'Sunny day's' case caused Peter's body to go numb for several minutes while 'Long road' caused memory loss according to Dr. Chow when she watched the patterns in his brain on a holographic screen.

Jessica was going through the last of the triggers when she sound of one that would cause a reaction that will haunt the assembled people's memories for years to come.

"Shift…"

Peter's body immediately went rigid catching everyone's attention while JARVIS spoke up "I'm picking up odd fluctuations in Mr. Parker's brain and body mainly around the spine and heart."

"Jarvis…" whatever Adam was about to say was cut off from the loud inhuman roar coming from Peter.

They all saw Peter's skin begin to turn red and sweat appear as the health monitor's showed his body's temperature rise to near 110 degrees and his heart rate was rising to levels that were far beyond normal. Claws began to grow on his hands and his muscles began to rapidly grow tearing apart the gown he had on and what looked like hair was staring to develop. Over his slowly hardening skin. His jaw loudly dislocated and expanded while his cheeks and jaw split open as new bones and muscled formed and teeth began to appear.

"…Holy fuck…" Was the only response that came from Jessica as she and he rest stared in a cross between horror and shock as they witnessed Peter violently change into what looked like some kind of Spider monster human hybrid. Dr. Chow was handling this better than the other three as like she said earlier she's in a relationship with Bruce Banner and having seen him violently shift into Hulk from time to time she has gotten use to these kind of things.

Then something happened that caused Jessica to nearly throw up and Natasha and Adam to wince. Four extra arms erupted from Peter's sides, 2 on each covered in blood as they slowly changed into limbs similar to his normal ones which new had only four fingers as it looked like his middle fingers melded together into one large clawed finger.

After several more seconds, Peter's inhuman roars and growls stopped along with his shaking as his body finished its transformation. Peter was now a muscular 6'9 spider creature with six black eyes on his greatly altered head which now had two mandibles on the side of his head that ended in what looked like tusks, covered in black hair/fur similar to a tarantula, six large muscular arms with 4 serrated claws on each hand, his legs have elongated and ended in a sort of three toed foot with talons on them with one on the heel and the other two on the front of his foot as well and his leg joints being reversed in the way they bend. There was also a small puddle of blood dripping off the table due to Peter's body tearing itself apart and reforming itself.

The room was quite except for the man spider's heavy breathing as Chow checked Peter's vitals while Natasha, Jessica and Adam prepared for whatever the man spider will do as during his violent transformation Peter tore out of his arm restraints.

The man spider took a quick look around the room before trying to rise with some difficulty before Adam instantly appeared and placed his hand on the human spider hybrid gently and slowly pushed him down. The man spider didn't put up much of a fight seeing as it was still recovering from the change but did let out a low but dark growl at the super powered man.

"What in god's name…" Jessica muttered as she looked at the heavily mutated man before her.

JARVIS then spoke "It appears to be an advance form of artificial metamorphosis similar to several students who attend Mr. Xavier's school and several members of the X-men. Likely created and implanted into Mr. Parker to be used under extreme circumstances. I have been decoding a file that mentions something of the sort in Mr. Parker's file but have yet to make any real headway I'm afraid."

"Jarvis get Stark, Pym, McCoy and Richards on the line now and tell him to get here pronto. I have a feeling we may have caused something that's going to be a real handful if not dealt with soon." Adam said he felt the man spider begin to struggle more now and its growls increase in volume. Adam wasn't worried that Peter will break out of his hold but he did notice that his strength in this form seems to have increased almost 7 fold.

"Also call Bruce, were going to need his expertise as during the transformation Peter's radiation levels in his body sky rocketed and I want to know if that might be a catalyst or not." Helen said as she made several notes on Peter's rather violent transformation.

"I have already alerted them to the situation at hand. They should be here within the next several minutes." JARVIS replied

"Jessica, go get Steve and tell him what's happened." Adam ordered as he kept a firm grip on the now violently struggling man spider. "Natasha escort Dr. Chow out and lock down the room, I'll stay here and keep Peter from raging out on the lab"

The two women nodded and went about preforming their assigned tasks while having to listen the now oaring man spider as it struggled to break out of Blue Marvel's grip.

* * *

And done.

Well we got to see what kinds of things did to poor Peter while he was under HYDRA's control. Also does anyone like the whole HYDRA making it the Peter can turn into a raging spider monster? It seemed like something they would do.

Also should I have Maria Hill and Natasha join the duo and make it a four way relationship? Not immediately but maybe later down the road? I'll think it over has the story goes on and maybe have you guys input. As to set it up I will be dropping hints that three women more or less swing both ways so if I do decide to go with the four's company it won't be entirely out of the blue with their attraction to fellow women.

Next chapter will be a bit comedic as certain things will happen while the smartest men in the super hero community try to figure out what's happened to Peter and let's just say that Reed Richards and Hank McCoy will have unknown stowaways with them.


	6. Chapter 6

Chapter 6 to my Spider-man and Spider-woman story, and possibly with the addition of Captain Marvel, Black Widow, Black Cat, and Maria Hill but I'll wait a few more chapters on those before deciding to go with it.

So last chapter we saw Spidey turn into a giant monster spider which in turn has led Blue Marvel to meet with Hank McCoy aka Beast of the X-men, Tony Stark aka Iron Man, and Reed Richards aka Mr. Fantastic and Hank Pym aka Ant Man/Giant Man and Bruce Banner.

Now I said this will be a rather comedic chapter in comparison to the last 5 which are honestly depressing and major on the angst, so let's brighten this story up a little. Also I've gone back and changed Helen Chow to Cho, sorry for the misspelling. This will also be my longest chapter to date so yay me!

Disclaimer: I do not own any Marvel characters mentioned, seen, or used in this story.

* * *

Avengers Tower, Conference Room June 2nd 3:34 AM

Currently the smartest heroes in the superhero community were gathered in the conference room in Avengers tower as requested by Adam Brashear aka the Blue Marvel, one of the oldest and most powerful superheroes alive.

The assembled men were Tony Stark aka Iron Man who was one of the first modern heroes to arise and one of the richest men in the world who helps fund the Avengers and Defenders and regularly donates to Xavier's school for gifted youngsters, a safe haven for mutants to learn about and control their powers.

Next was Hank McCoy aka Beast, a member of the X-men and was once a member of the original roster which consisted of himself, Xavier, Mystique, Banshee, Havok, and Magneto back in the 1960's. Despite looking like the beast's blue and smarter cousin he was a pretty nice guy and good teacher.

Then there is Reed Richards, arguably the smartest man in the world and leader of the Fantastic Four which is made up of himself, his wife Sue Storm-Richards aka the Invisible Woman, her younger brother Johnny Storm aka the Human Torch the second since an android back in the late 30's early 40's went by that name with similar powers, and Ben Grimm aka The Thing resident strong man of the group.

Next was Hank Pym aka Ant-Man and also known as Giant man and owner of Pym Technologies. He uses advance technology to communicate with ants and uses a specialized device that allows him to use 'Pym Particles' to decrease or increase in size.

Then finally there's Bruce Banner aka the Incredible Hulk the self-proclaimed and hard to argue against 'Strongest one there is'. A man who years ago was exposed to high levels of gamma radiation after saving a college student from being killed during a gamma bomb test and gained the ability to transform into a green 8'7 man of rage.

They were currently reviewing the readings and data relating to Peter Parker's transformation into the 'Man Spider' as Tony called him and how they could possibly fix the situation. Others such as Steve Rogers, Dr. Helen Cho, Natasha Romanov and Jessica Drew were in attendance as well.

However unknown to all of the assembled heroes present Mr. Fantastic and Beast had unknowingly brought stowaways into the Avengers tower.

Avengers Tower Launch Pad/Hanger (Same Time)

The Fantastic Car and Quinjet used by Mr. Fantastic and Beast respectively were sitting idly on the launching pad while their drivers were in a rather important meeting. They appeared to be in good condition-

(Clank) (Clank)

All of a sudden two small figures fell out of a storage compartment in the Fantastic car and landed on the ground in a heap.

"…Owww" said the first figure which was a boy who appeared to be 8 years old and had short blonde hair. This was Franklin Richards, son of Reed Richards and Susan Storm-Richards and considered to be an Alpha-level mutant because of his almost unparalleled reality altering powers.

"Oh quit being such a baby Franklin, it's unbecoming of you" spoke the voice of a little girl who appeared to be 4 years old and had long blonde hair tied in a ponytail. She was Valeria Richards, the younger sister of Franklin and who has remarkable intelligence and has said to one day surpass her father.

Franklin looked at his baby sister and rolled his eyes "Wellllll soooooorrrrrry! For falling on my head in a way that it hurts" He then lifted himself up and brushed the dirt off of the pajamas that he was wearing. He and his sister were supposed to be in bed but they stayed up all night until they heard that their father had to go to Avengers Tower for something important and being the young little short attention span rebellious children that they were they used Franklin's reality powers to appear in the storage compartment of the fantastic car. They decided to secretly tag along since they've never been to the Tower before and they were bored.

Valeria stood up as well "Now lets-"

Before she could continue they heard tapping from the Quinjet that Beast had used to fly here and soon two figures fell out or more specifically phased through the aircraft and fell onto the ground. They were both female and appeared to be in their mid-teens, roughly 15 or 16. One had long brown hair and a fair skin while the other had black hair and a pale skin.

They were Katherine "Kitty" Pryde and Laura Kinney two trainees of the X-men and students at Xavier's school for gifted students meaning they were both mutants. Kitty Pryde had the ability to phase in and out solid matter while Laura had the abilities of Wolverine, as in a healing factor and retractable bone claws but instead of three she has two.

Valeria blinked in surprise along with her brother before they made their way over to them.

Franklin was the first to address them "Why are you guys here?" gaining the attention of both girls who both looked surprised at the appearance of two children in pajamas talking to them.

Laura remained silent as she recognized the two as the son and daughter of Reed Richards, kitty on the other hand simply started at them and said "Uhhhh nothing…"

Valeria rolled her eyes and crossed her arms "I take it you are here because you were unable to achieve proper sleep and while traveling through Xavier's school you over heard Dr. McCoy speaking to Adam Brashear and decided to sneak aboard the Quinjet with the use of your phasing abilities and have only now decided to exit the jet to explore the Avengers Tower, am I correct?"

Laura and Kitty actually seemed surprised on how accurate the little girl was and both nodded dumbly.

"Man, your good" Kitty said as she and Laura both stood up and dusted themselves off.

"Don't tell her that! Now she'll have and even bigger ego now" Franklin wined as his sister adopted a smirk on her face "So… what do we do now?"

Kitty tapped on her chin in thought before noticing how cold it was out here in her pj's "Lets head inside first then decide"

Getting nods from everyone she led the way to the entrance to the tower and after grabbing everyone, phased them through into the much warmer tower. After several moments of warming themselves up they decided to explore the tower while best staying clear of the conference room where Valeria said the Avengers and the others were meeting.

"Wait! What about JARVIS? Won't he know we're here and tell everyone?" Kitty asked in a panicked tone at the thought of getting caught

Valeria was the one to put the girl's fears at ease "No, before we came I brought with me a device that Franklin and I made to render us and everyone else within 25ft of us electronically invisible. The only way someone will know were here is if they physically see us. It comes in handy when Franklin and I want to 'hide' from Herbie"

The group continued down the hallway before they approached the medical wing when Laura suddenly stopped catching the attention of the others. They saw her looking intently down the hallway of the medical wing with a frown.

"Laura… are you okay?" Kitty asked concerned about what has her friend spooked

"There's something down there… I can hear it. It sounds… in pain" Laura quietly said as she began to walk briskly towards the source of her interest with Kitty, Franklin and Valeria on her heels.

After walking halfway down the hall they came to a stop at a door that was locked and they could all now faintly hear something moving around inside and growls. Franklin looked a little scared and hid behind Kitty while Valeria was looking at the door and noticed faint dents in it, indicating something strong was hitting it.

"Whatever's in there doesn't sound like its hurt" Franklin said as he jumped at the sound of a heavy crash.

"It's trying to sound menacing as a way to ward of any potential predators, a bluff for all intents and purposes" Laura said as she neared the door slowly only for Kitty to grab her Shoulder

"Laura are you crazy? What if whatever's in their attacks us?" Kitty said in a panicked tone

"Then Franklin here can stop it. You are capable of such a feat are you not?" the clone of Wolverine asked the son of Mr. Fantastic

"Y-yeah… sure" Franklin said as he moved from behind Kitty and shakenly held up his arms and nodded

"Kitty, grab both Valeria and Franklin in case it tries something" Laura asked the phasing mutant who nodded nervously and grabbed both of the children's shoulders

Laura approached the door and jammed her claws into the control panel forcing it to open and revealing what was inside to the two teenagers and two children. The medical room was a mess with lab equipment everywhere, and the mattress and bedsheets torn to pieces and strands of what looked like web hanging from the ceilings. In the center of the room was a large hairy looking figure that looked like a cross between a human and a spider.

Franklin's eyes widened at the sight of the creature "Whoa…"

Franklin's comment caught the attention of the man spider who looked towards the onlookers and let out a weak growl but didn't approach them or move from its spot. Laura slowly with both hands up approached the man spider while maintaining eye contact. The man spider seemed curious by the approaching woman and seemed to sniff her before grunting slightly. The action caused the feral girl to stop and slowly crouched down as if to say that she wasn't a threat. The man spider slowly approached her on its six arms and feet while watching her and the three behind her with an intense look in its six eyes.

When it was close enough Laura extended her hand out which caught the attention of the man spider who stared at the hand and tensed as if it was expecting it to strike him. Laura saw the reaction and frowned before speaking in a calm, quiet, soothing voice as she recognized the signs of a tortured animal.

"Shhhh… it's okay, we aren't here to hurt you"

Kitty decided to speak up in a similar tone "Yeah we we're just exploring when he heard you and decided to see what was up"

Valeria was still looking at the man spider with curiosity while Franklin was staring at it as if it was the coolest thing he's ever seen which in his opinion it was. Which is kind of odd considering all of the things he's seen when he and Valeria tagged along with their parents when on field trips for the Future Foundation, but what can you do.

The man spider slowly approached the group before stopping inches from Laura's hand. It sniffed it for a second before lowering its head and allowing Laura to rub the top of its head. She was surprised by how soft the hair felt while also feeling its hard armor like plated skin underneath it.

Franklin slowly approached the duo catching both of their attention. He looked like he wanted to touch the man spider too but looked unsure.

Laura smiled and said "It's okay, he won't hurt you…"

Franklin looked at her then at the man spider who was watching him with curiosity as the young mutant slowly raised his hand and touched the man spider on the head. The man spider tensed slightly before his body relaxed and he leaned into the small boy's hand causing him to smile.

"Wow… he's really soft and fluffy" Franklin said as he continued to pet the man spider along with Laura.

Valeria rolled her eyes "Well now that Franklin has made a new friend can we leave. It will not take long for Stark's A.I. to realize that this entire room's footage is in a loop and being tampered with."

Franklin frowned at what his sister said before looking towards the man spider who was now looking at him, Laura, Valeria and Kitty with interest.

"What about him though?" Franklin asked as he gestured to the large hybrid

"We could take him with us… he doesn't seem to like this room and he seems nice enough" Kitty said as she wondered over to the group

"We will get in trouble if we take him with us" Valeria said as she poked one of the man spider's arms

"We're going to get into trouble soon enough anyway, besides I want to bring him with us. It could be fun" Franklin said as he carefully grabbed one of the man spider's clawed hands and began to try and pull him towards the door.

Seeing this action the man spider rose but remaining hunched over as he slowly let Franklin pull him along with Laura and Kitty bringing up the rear. Valeria was about to follow when she felt something stick to her front. She looked down and saw it was some kind of web line, but before she could say anything she was yanked into the air getting a small yelp out of the girl. She closed her eyes as she thought she might hit the floor before she felt herself land on something soft and warm.

She opened her eyes to see that the man spider's middle left arm was holding her and slowly placing her on his shoulder. She looked towards her brother and the two mutant teenage girls who seemed surprised at the action.

"Aww, I want a ride too" Franklin whined before crossing his arms and looking down in sadness.

The man spider quirked his head to the side before grabbing the small boy who let out a small "Whoa!" and placed him on his right shoulder and using his middle right arm to keep the boy balanced.

Franklin looked down at the man spider before giving out a small 'whoop' and smiled as the man spider with its two passengers and the two mutant girls who were both amused by the sight made their way out into the hall to further explore the tower.

Avengers Tower, Conference Room June 2nd 3:56 AM

We find the smartest heroes in the superhero community reviewing the video footage of Peter's transformation into the man spider with Steve Rogers also in attendance along with Peter's two handlers Jessica Drew and Natasha Romanov.

Steve was watching the video with a grim look on his face while Tony winced at the part where Peter grew extra arms. Bruce and Helen Cho were looking through Peter's medical charts during his time with HYDRA along with Beast as they try to see what it is exactly that causes Peter's violent transformation.

Adam was currently talking with Reed and Pym on what could be done when JARVIS interrupted everyone

"Sir's I believe there is a problem of upmost concern that requires your attention." The virtual A.I. said

Tony was the first to speak up "What is it JARVIS? Pepper find out about the suit disguised as my desk at the office? Fury trying to break in again?"

Reed looked at Tony with surprise "Fury tried to break in?"

"Yeah, he tried to have Spidey here taken away so he can use him like HYDRA was" Tony said as he waved over to the video of man spider now being held down by Adam as it struggles to get free

"Why am I not surprised that he would try something like that" Reed said as he remembered his own meetings with the director of SHIELD, particularly when he became interested in Reed's son who had the potential to become the most powerful Mutant on Earth. That did not sit well with him and Sue when they found out and made it perfectly clear to the man that if he tries anything to get his son or daughter, then Fury will have one very angry smart man along with his wife who can turn invisible and has a hell of a temper, a man made of some kind of highly durable stone and strength and a kid who can go supernova on his ass. In those exact words.

"Actually sir it's a bit more problematic than that. It appears that Mr. Parker has somehow escaped the medical room he was confined to" JARVIS said

Everyone in the room went quite at that revelation.

Jessica Drew was the first to speak up "WHAT!?"

* * *

And scene.

So we find out who it was that stowed away on Reed's and Beast's trip to the Avengers tower and how they've met Peter Parker as Man Spider. As to why he didn't really attack them when he first saw them like he tried to do with Adam, Natasha, Jessica and Cho will be explained next chapter as the Avengers and friends try to find the troublesome five running around in the tower.

Also Franklin and Valeria will be playing some pretty big roles as the story goes on as Spider-man becomes sort of a big brother/bodyguard figure to the two including Kitty and Laura.


	7. Chapter 7

Well this took longer than I wanted to get up, sorry for the wait but life as we all know as a habit of throwing us a curve ball or five. Still we continue where we left off last chapter with the Avengers and other prominent heroes in the community finding out that Peter has somehow escaped.

Let's get to it.

Disclaimer: I don't own any Marvel Character seen, mentioned, or used in this story.

* * *

Avengers Tower Conference Room June 2nd 3:59 AM

"What do you mean that Peter was able to escape Jarvis?" Steve Rogers asked in slight shock as he and everyone else in the room just heard Jarvis's shocking announcement.

"It appears that the footage I was monitoring was in fact in a loop. It was only now that I have noticed that the room as been breached and Mr. Parker seems to be now wandering the premise sirs." JARVIS responded.

"Tony who in the hell could fool Jarvis of all things? AIM? HYDRA? SHIELD?" Jessica asked with worry as the highly dangerous man spider was now wandering around the tower.

Tony was looking at the footage that was apparently in a loop while he answered Spider-woman's questions in order "AIM could have but my software would have picked there's up after only a few seconds not almost 10 minutes. HYDRA doesn't really have the technical savvy to pull something like this off and as for SHIELD… HYDRA would have a better shot than those guys."

"Could be a malfunction perhaps?" Adam spoke up as he made his way to the door to personally investigate the room.

Tony made an 'hmm' sound before answering "Maybe but I'll have to take a look at the systems in the room to be certain. Wait where are you going?"

Adam turned back to the assembled heroes "We currently have a near 7ft man spider running around in the tower and if he happens to find a way out…" Adam trailed off as he let the implications sink in.

Steve picked up his shield and placed it on his left arm "He's right, if Peter gets outside he may hurt someone or the police might try to hurt him. Assuming that this isn't SHIELD's attempt to acquire Peter."

Bruce had wandered over towards Cho while Hank McCoy and Pym were still reviewing Peter's biology in his current state to see if he could find a way to bring Peter down as gently as possible. Natasha and Jessica were already joining Steve and Adam in coming the building for Peter to make sure he doesn't get out into the city.

Meanwhile Reed had a calculating look on his face before he came to some kind of conclusion and quickly called his wife Sue to possibly confirm his theory because if it wasn't HYDRA, AIM, or SHIELD then he has a good idea on who may be behind Peter's apparent escape. He could only hope he was wrong or at the very least that Peter in his current state wasn't too monstrous…

Avengers Tower Kitchen June 2nd 4:00 AM

While the heroes were having a miniature crisis the two teenage students of Xavier's school, the two children of Reed Richards and the large man spider have currently found their way into the kitchen of the Avengers Tower.

Even though calling it a kitchen wasn't doing it justice as the room had two floors and had all of the latest and most advance kitchen hardware in the world along with four different custom made refrigerators and 2 extra-large pantries.

"Whooooooa" Franklin said from the top of man spider's head as he took in the sight before him

Wow… this place is bigger than the kitchen at the school" Kitty said as she wondered around the place before stopping at one of the fridges and opening up "And has more food…"

Laura and Valeria had rather non interested expressions mainly because both of them were hungry and were more interested in eating something while man spider was making his way to another one of the fridges before putting down both Franklin and Valeria before opening the door and started sniffing around for something to eat.

"Hmm he has the right idea, I wonder where the waffle mix is?" Franklin said as he wandered over to the pantry to see if he could find some batter for waffles.

Valeria looked annoyed at her brother's antics "Really Franklin? You want to make waffles!"

Franklin looked at his sister for a second before shrugging "Yes, waffles are great especially the cinnamon ones mom makes. Now where is the… AH! Here it is" Franklin said before pulling at a large bag of waffle mix and some cinnamon to add to it.

The young alpha level mutant than made his way to what looked like a stove and placed some of the items down and heading to the closest fridge to look for more ingredients to add.

Valeria made her way to a nearby island with some stools set up around it and climbed onto one of them as she observed Franklin pulling out milk, butter, and other things needed to make his waffles.

Laura had walked over to where the large human spider hybrid was currently holding what looked like pasta in a bowl before he started to devour it at a speed she didn't think possible before placing the now empty bowl back and looking for more food to eat.

"Haven't had much to eat in a while have you?" the young feral mutant asked the large being in front of her.

The man spider looked towards her for a second before letting out a grunt and picked up what looked and smelled like slices of apples and eating those as well.

Laura smiled at the answer that while he didn't say he still confirmed with just his actions.

Kitty had just returned from exploring the second level of the kitchen and sat down at the island that Valeria was at and watched as Franklin surprisingly made the cinnamon waffles with ease, than again his reality altering powers were coming in handy especially at helping making numerous waffles.

"Huh your brother is pretty good at making waffles" Kitty said to the younger girl next to her

"He's gotten plenty of practice from watching mom make them" Valeria said as she watched her brother make enough waffles for everyone to have at least have two or three and in man spider's case nine.

Laura and the man spider made their way to the island where Laura proceeded to sit across from Kitty and the human spider hybrid merely hunched down and observed what the little boy was doing with interest with his mouth beginning to water because of the smells his heightened senses were picking up the cooking waffles. Kitty found the sight a little funny.

"You know Dr. McCoy will be unhappy we were here right?" Laura said after several moments of silence passed with only the sound of the waffles cooking emanating in the kitchen.

Kitty frowned at that as did Valeria as she knows her mother will be very unhappy with her and Franklin sneaking out.

Before either girl could respond Franklin set the finished waffles down along with some syrup that he found and placed a large amount in front of man spider who looked at the plate for a second before tearing into it faster than critics could for the Batman and Robin movie.

"Well good news is that we got a fun friend out of this" Franklin beamed as he watched the near seven foot armored being next to him devour his waffles and the syrup at a speed he didn't think was possible.

Suddenly man spider stopped and looked behind them and growled just as a voice rang out

"What the hell is going on here?!"


	8. Chapter 8

Well here's chapter 8 to my Spider-man and Spider-woman story. Would have posted sooner but college life can be sooo difficult around this time.

Anyway enough but my life which none of you care for, instead were be getting to what really has your interest… my story so let's get to it.

Disclaimer: I do not own any Marvel characters seen, mentioned or used in this story

* * *

Avengers Tower June 2nd 4:10 AM

The man spider was still growling at the person who stumbled across him and the two teenage girls and two even younger children of Reed Richards who were all currently in the Avengers Tower kitchen eating Franklin's cinnamon waffles. Man Spider made sure to place himself directly between the Avenger standing in front of him and his new found friends. A fact that did not go unnoticed by the four heroes in training or the Avenger who came across them.

The Avenger in question to stumble upon the odd quintet was none other than Jessica Drew or known to most of the assembled people (baring the former subject of HYDRA) in the room Spider-Woman and she was currently staring at the scene in front of her with shock and disbelief. Mostly because she's surprised to see two teenage girls dressed in pajamas along with two children that both looked younger than ten also dressed in their own pajamas in the Avengers kitchen eating what looked and smelled like waffles with their escaped patient

Before she could ask why they were all here and how they got in a low but deep growl caught her attention and forced her to look at the snarling man spider that was crouched on six of his limbs while the last two center arms had his talons growing slightly and seemed to be dripping with something that did not look like syrup.

Franklin saw this and panicked slightly when he saw Spider-woman get into a slightly more aggressive stance as she prepared for any assault from the large human-arachnid hybrid. He immediately got down from his stool and ran next to the man spider and grabbed his arm while ignoring the protest and warnings of his sister and Spider-woman.

The action caused the man spider to take most of his attention off of Spider-woman and directed it to the young child pulling on his arm to get his attention.

"Wait don't hurt her, she's just surprised that we'll here is all!" Franklin said as he tried to defuse the situation instead of fighting like his mother would have wanted.

Man Spider quirked his head to the side as he tried to understand what the small child was saying. He felt another hand on his shoulder and he looked to see it was Laura who had done it.

"It's okay, we won't let her hurt you… okay?" The young feral mutant's words seemed to have worked at calming down the near seven foot human spider hybrid.

Jessica had remained quiet during the exchange and silently approached the group nice and slow with her hands up. When the man spider saw her approaching he didn't snarl but his black eyes remained solely on her form for the slightest sign that she may attack. Laura and Franklin both saw the Avenger approaching causing them both to slowly place themselves in front of Man Spider.

It was when Jessica was only a meter away when she spoke up "Can someone here please explain what's going on here?"

Kitty who had slowly rose from her chair spoke up "Uhh, eating waffles what else?"

Jessica's brow twitched at the comment and was about to ask her question a bit more directly when the young blonde girl that looked like a small Sue Storm-Richards decided to answer

"We were touring the tower when we came across a medical room with the human spider that's currently behind my brother. Afterwards we came here looking for something to eat and Franklin decided to make waffles instead of a nutritious breakfast."

Franklin immediately rounded on his sister "What's wrong with waffles?!"

The young girl that Jessica finally recognized as Valeria turned to her brother "Franklin we are in possibly the most advance kitchen in the world and you decided to make simple cinnamon waffles when an omelet and organically grown hash browns and ham with sides of steamed cooked fruit and mineral water would suffice."

Before anyone could say anything another voice that was distinctly male spoke up "Now Valeria, there's nothing wrong with your brother's waffles. In fact they may be even better than your mothers"

The owner of the voice was none other than Reed Richards, father to Franklin and Valeria who currently had a blank face and his arms were folded in front of him. Valeria and Franklin have come to associate this posture and expression as signs that he was unhappy but not at angry… yet.

Franklin adopted a troubled smile and sent a little wave "H-Hi dad"

Valeria looked to her father and gave nod "Hello father"

Reed looked to his son and daughter with a frown "Do you both know how much trouble you're in?"

Valeria didn't seemed too bothered but Franklin was a different story. He looked a little nervous as he asked "How much?"

Reed looked to his son with some sympathy "Well… your mother has said no more Xbox as a start for the rest of the summer and she's already warned your uncle Johnny about trying to let you play when we're gone next week."

Franklin seemed to deflate at the punishment he was given which caused the man spider to nudge him in concern

Reed looked towards his daughter whose intellect was well on its way to surpassing even his "As for you young lady… no more advance theories of nuclear physics crossword puzzles and that new engineering set you've been hoping for"

Valeria huffed and crossed her arms in annoyance at being denied her favorite things all because her brother wanted to sneak into the Avengers tower and befriend a giant spider.

Before Reed could say anything else another individual entered the room. The person in question was Hank McCoy who was looking at his two students who both had the decency to look ashamed about sneaking out of the mansion.

With so many people now entering the room and more on the way if man spider's hearing was correct was beginning to make the large hybrid uneasy especially given how quickly the room was filling up. While as the Man Spider Peter can remember very little pre transformation other than vague impressions but he has come to associate small rooms with lots of other people present as a prelude to pain.

This didn't go unnoticed by Laura who felt the hybrid begin to tense ever so slightly. Finally she spoke up "I think it's best to move somewhere where he doesn't feel trapped. I can feel his body growing tense"

Reed looked slightly alarmed that the subject to his visit to the Avengers tower in the first place was beginning to grow agitated, considering he was right next to his son and within two meters of his daughter. He knew that if Sue was here she'd be having a heart attack at the thought of such a large and obviously powerful individual so close to her children that has an apparent history of extreme violence if the records recovered by Tony are anything to go by.

Hank McCoy decided to speak up in his gentle and calming tone despite his appearance "Well we can't have that now can we? Laura would you be a dear and help me get Peter somewhere more comfortable, hmm?"

Franklin's brow creased in confusion along with Kitty's at the mention of Peter. Valeria seeing this rolled her eyes slightly before elaborating

"Peter is the name of the spider hybrid"

Franklin looked to his sister and the form of the man spider being led by Laura and to some extent McCoy and Spider-woman to somewhere relaxing for his new friend "Ohh…"

Kitty got up and put a hand on Franklin's shoulder before turning to Mr. Fantastic "Will he be alright?" she gestured to the direction that man spider was taken by her teacher, classmate/roommate and Avenger

Reed frowned at the question because in his opinion he didn't know "I'm not entirely sure, we've been unable to find a way to help reverse his condition without actually killing him in the process. HYDRA, the people who use to control Peter, had a serum which would help him regress to his human form. Unfortunately they destroyed any data that makes up the chemical compound when he was… liberated from them" Reed saw how upset both children and even Valeria looked at the prospect that Peter might not be able to return to normal again. However as Reed turned his attention back to his son an idea came to him, it was a longshot but it may be just what he and his associates were looking for, after all what better way to make something a reality then to have the powers to do so.

Kneeling down to his son's level Reed looked the powerful mutant in the eye "Franklin how would you like to help out your friend?"

The look on his son's face at the idea of helping his new found friend brought a smile to Reed's along with Kitty and Valeria.

* * *

And done.

So yeah short chapter but I felt like it ended on a positive note. So next chapter we see Peter being possibly cured of his transformation and we get to see the four young hero's reactions to Peter's appearance. Hint, hint, Peter is about to get two future X-men fan girls and meet the mother of Franklin and Valeria along with their uncle and god father.


	9. Chapter 9

Disclaimer: I do not own any Marvel characters seen, mentioned, or used in this story

* * *

Avengers Tower June 2nd 5:00 AM

Reed Richards was currently standing next to his son Franklin who was in front of Peter in a large empty medical room with only Natasha, Jessica and Helen for company while everyone else observed the scene from behind an observation window. Helen was monitoring Peter's vitals while Natasha and Jessica were there with some blankets and to… rein Peter in if he gets difficult. Jessica was silently hoping to every god that she's met and is on good terms with that it won't come to that.

Franklin gulped nervously as he slowly raised his arms but tried to remain calm so as to not make his friend nervous. The young mutant took a deep breath as he began to channel some of the energy and have it slowly wrap around the large spider hybrid. Wisps of white and black cosmic energy began to appear around the large fur covered hybrid as Franklin began the process of slowly changing his friend back to normal or least make him human again.

When the large mutated assassin let out a grunt Franklin paused but keeping the energy he's built up around Peter so he won't have to start over. Franklin noticed how tense and uneasy Peter looked as he shifted in his crouched form while eyeing the white and black energy stirring around him. The young boy couldn't blame the large being as Franklin was just as nervous if not more so as his new friend.

While Franklin has been training on how to control his powers for over a year and has achieved many things since then there were still a few things he has trouble with. First and foremost is the changing of an object's molecular structure. Second is allowing the change to remain permeant and not suffer an atomic break down. But Franklin knows he has to try if he wants his friend to have any shot of being normal looking again.

"Take your time son" Reed said has he placed a comforting hand on his shaking and nervous son.

Franklin looked to his father a little scared "But what if what happened last time happens again?"

Reed couldn't help but frown at what his son was referring to. A month ago Reed and a few scientist from Horizon labs were testing to see if Franklin could help turn solid gold into drinkable water and glass into wood. Suffice to say it failed miserably, the gold ended up exploding into a bunch of fire ants as in literal ants made of fire and the glass turned to ash. Franklin was less than saddened by the results but Reed assured his son that while he didn't accomplish what he set out to do didn't mean he necessarily fail.

Upside was that Franklin had created a new pyro based life form that was capable of reproduction and sustaining themselves via consumption or absorption of heat energy. Hank Pym has been studying the new species of Ant with glee has he's often told Richards of the numerous things he can accomplish with literal 'fire ants' as both a hero and for the world.

"Don't worry Franklin, I know you won't let it happen again" the leader of the Fantastic Four said to his first born.

"How can you be so sure?" Franklin said as he turned his attention back to Peter who has stilled and allowed the reality altering mutant to continue his work.

"…Because I have faith in you son…"

Franklin thought over his father's words as he continued trying to help his friend who has now shrunken down to from what he assumes was his natural height and the fur and armored skin was beginning to recede. After looking into the now brown, green tinted eyes of Peter and seeing what looked like trust in his eyes Franklin narrowed his own eyes in determination and began to double his efforts to help his friend.

Meanwhile in the observation room…

Tony, Pym, McCoy, Brashear, and Banner were watching, recording and monitoring the scene before them while Steve, Laura, Kitty, and Valeria watched on in worry and hope that Franklin can help Peter a small distance away.

"Where did you guys find him anyway?" Kitty asked as she turned to address the group of geniuses.

"He was held in a HYDRA facility and raised to be their own personal 'Grim Reaper'" Pym said as he monitored some odd energy readings in Peter's body as he was slowly being regressed back to a more human appearance.

Laura frowned at the similar the back story of Peter's was to her own. Raised to be a living weapon but then saved by a band of mentally questionable people with good intentions… most of the time.

"HYDRA won't let him go without a fight…" Laura said in a worried tone

This time it was Steve that spoke up "And neither will we."

The group of children turned their attention to the First Avenger as he gave them all a reassuring smile before JARVIS spoke up

"Sir, Mrs. Richards, Mr. Storm, and Mr. Grimm have arrived"

Valeria looked a little nervous that her mother was here and likely very angry at the actions she and her brother have under taken this evening. And considering she likely hasn't had any coffee yet she'll be in an even fouler mood.

Steve seemed oblivious to the nightmare he was about to meet "I'll escort them here myself Jarvis, thank you"

"Your welcome sir"

Steve made his way out of the room to help the final three members of the Fantastic Four find their way here.

After the patriotic Avenger left it was a smirking Brashear who said "You think we should have warned him about Sue not having coffee yet?"

Stark stifled a laugh "Hmm, we should but I think he'll agree that we should be more focused on this instead of warning him about the literal storm he's about to walk into."

McCoy chuckled "You're horrible!"

Pym turned towards Banner "Got any anger management tips for her?"

Bruce merely snorted "I don't think she'll like the ones I have"

Pym looked at the man in confusion "Why is that?"

Bruce couldn't help the small smirk forming "I don't think Sue and to some extent Reed are as… adventurous as me and Cho are"

Tony, Adam, and both Hanks' looked at Bruce in shock before looking out towards Helen and then back to the pat time Avenger.

"You and her? Damn… always the quite ones" Tony said as he shook his head while Adam and McCoy chuckled in disbelief that the two world renowned scientist and doctors were apparent freaks in the bedroom. Learn something new every day.

Pym spoke up and ended the fairly odd conversation that these super geniuses were quietly discussing "Looks like Franklin was able to help Peter regress back to his human form"

The other men wandered over to the window and looked into the room to see Jessica wrap a blanket around the pale shivering form of Peter while Natasha helped Reed with his son who looked a little dizzy from the energy and effort he put into helping Peter.

"JARVIS make sure to save the recordings and make copies of our readings so we can review them later. I doubt this will be the last time Peter will turn into the spider version of the Hulk and we can't always rely on Franklin here to turn him back." Tony said

"I did pick up some odd unknown energy readings from Peter. Maybe that will hold some kind of clue since it seems to be working in tandem with the radiation we've picked up" Pym said as he showed the other men his recordings on a tablet

While the group of powerful and intelligent heroes looked over the readings of Peter's transformation Kitty, Laura, and Valeria made their way into the medical room.

Their arrival caught the other occupants of the room's attention.

"So how is he?" Kitty said as she looked towards the hunched form of Peter who was still shaking slightly with Jessica gently rubbing his back.

"He seems to have been able to regress to his human form with no drastic side effects" Reed said has he helped his son stand

"We will have to monitor him for the next few days to ensure there was no lasting damage." Natasha remarked as she went over to better examine Peter who has stopped shivering violently

"Don't you have any information from HYDRA on Peter's transformations?" Valeria asked as she observed the now human Peter slowly try to stand up with the aid of Jessica and Natasha each supporting an arm

"Not much I'm afraid" Jessica said as she help adjust the blanket around Peter's waist when it began to fall "HYDRA destroyed most of the information and what we do have isn't much to begin with."

Laura who was standing next to Kitty was able to hear her friend's breath hitch ever so slightly and when she turned to her she saw a faint blush on the young mutant's face. The feral frowned in confusion of what could get a reaction like that out of her and followed her gaze to Peter.

Now that Peter was no longer covered in armored plates and fur she saw that he seemed visually appealing and saw that while his body frame wasn't built like Thor, Piotr, or Steve Rogers it was still solid, she could even make out an eight pack.

It took a moment to realize that she may have been staring a tad bit too long as she felt someone nudge her which caused her to jump slightly. The action caused her to bump into Kitty who was also startled out of… observation.

The two mutant teenage girls looked to see that it was Reed who got her attention. They both also noticed the amused look in his eyes as he nodded towards the door.

"Hank is about to leave" the leader of the Fantastic four said

Kitty and Laura both spared Peter another glance before they both reluctantly made their way to McCoy… and their punishment for sneaking out of the school on a school night.

Franklin and his sister watched the two go before the eldest of the two looked to his father "They won't be in too much trouble will they?"

Reed chuckled slightly "Don't worry son… I doubt their punishments will be even close to what your mother has in store for both of you"

Before either child could say anything a loud voice that caused both children to pale and Peter to wince slightly pierced the calm somewhat quite room

"FRANKLIN AND VALERIA RICHARD!"

Both children, Reed and three spider themed individuals looked towards the door that led out of the room to be greeted to the sight of one very, very, very angry Sue Storm-Richards.

Her hair was a bit tattered since she woke up not even an hour ago, has yet to shower or have her morning coffee and is still dressed in a rather conservative night gown. Behind the blonde and to her left was her brother Johnny Storm aka the Human Torch who looked like he was struggling to stay awake despite his sister's loud voice dressed only in a pair of red sweat pants, blue converses, and a white shirt with a few faded oil stains on it. Next to him was the large orange rock figure known as Ben Grimm but to the world at large 'The Thing' who was the team's resident strong man. He had a pair of large blue pants on with what looked like a green sleeping cap still on his head. The orange man seemed more awake then his younger teammate but his eyes were still a little red.

And behind all of them was Steve Rogers who looked like a kicked puppy and winced slightly at Sue's raised voice.

Reed felt sympathy for the man as he too has been on the receiving end of his wife's early morning rage.

The only female member of the team marched to her to children with a face of fury only a mother could achieve as she stared down her two children who both couldn't find the will power to stare their mother in the eye, let alone look at her.

The blonde mother place her hands on her hips as she stared down Franklin and Valeria with a glare.

Reed took a deep breath as he prepared for his wife's unforgiven onslaught because he knows that she'll somehow make this partially his fault and she would be right to some extent… doesn't mean he's going to like it…

* * *

And done.


	10. Chapter 10

So we finally start to get the plot moving for this story. Sorry for the long build up but I had to lay down a few things that will be playing a large role later in the story such as HYDRA, SHIELD, and a few others who will want Peter for his, particular set of skills.

Also wanted to introduce a few characters who will also be playing key parts further down the road such as the Fantastic Four and some members of the X-Men.

And after mulling it over after a while I think I'll still go ahead with the harem idea with Spider- Woman (obviously, her name is in the damn title!), Black Widow, Captain Marvel, Black Cat and after some careful consideration I have decided to not have Maria Hill stay in it and now I will be adding Psylocke instead for three reasons.

One, need some damn divsersity in this group and what better way than an Asain/British purple haired kick ass Mutant? Secondly, having Peter in a relationship with her will to some extent make it easier for me to draw him into some issues that the X-men will be facing in this story, can't rely on Kitty and Laura all of the time as it will get repative. And Thirdly, There aren't enough fanfics on this site with her as the main paring with our favorite spider themed hero or at least in the harem, hell I was originally going to have her in place of Lady Shiva in my other Spider-man story 'Old Hero' but decided against it, mostly because the X-men don't really exsist in that story's universe… yet.

The romance however won't come until after Peter is a bit… well less HYDRA influenced which will be shown. He was raised by HYDRA so some of their beliefs and views will be shared by Peter.

And to answer Spider-Ninja0117's question on Peter's healing factor… No it isn't up to Wolverine's level, it's good and he can heal fairly fast but it's not as powerful. Imagine Wolverine's healing factor on a scale of one to ten. 1 is average for a non-super powered human and 10 is Hulk's level. Wolverine is at like 9.01 while Peter's in canon is like 3.9, in this story it's like 5.8. He's had more time to learn and increase his abilities both naturally since he was born with them and from HYDRA's brutal training regime which will be investigated as the story goes on.

Now on to the story!

Disclaimer: I do not own any Marvel characters seen, mentioned, or used in this story.

* * *

Avengers Tower, Medical room June 2nd 9:00 PM

' _Well this has been a hell of a day'_ Jessica thought tiredly as she observed the still sleeping form of the now legally named Peter Parker as of three hours ago, thanks to the efforts of Jen Walters and Nelson and Murdock,.

Jessica was now dressed in a simple red sleeveless shirt and black shorts, after changing out of her uniform a few hours earlier and taking a long warm shower.

She came to relieve Natasha of watching Peter so the woman can go and relax a bit. But Jess has already knows that the red headed Russian will be back soon.

' _She's probably coming up with a schedule for us and planning out contingencies if… when things go south'_ Jess thought before she heard the door slide open.

She turned to be met with the sight of the infamous Black Widow now dressed in a simple black tank that definitely brought Jess's attention to her perfect shaped and sized breasts even if the article of clothing was a little big for the Russian as it went down slightly pass her waist. Her long lean and powerful legs were covered by simple black yoga pants that showed the lean muscle in the assassin's legs. Her feet like Jessica's were left bare which showed that the woman's toe nails were painted black. The image the former KGB spy/assassin was showing would make any person heterosexual or not burn with desire. She even made the bandages still wrapped around her head and collar look good.

Jess felt her brow twitch as she looked at the slightly smirking red head whose hair was still a bit damp from her shower leaning against the door with a hand on her hip

"You know Natasha, a girl might think your trying to show off. Then again if I had an ass like yours and the confidence to go with it, I'd be wearing something similar" Jess said as she returned her gaze to the still form of Peter.

Natasha snorted "You already have both and I hope to be alive to see it, just don't go over bored with it. It's one thing to dress hot and another to dress like some kind of slut who looks like their auditioning for a porno."

The red head made her way closer to a display of Peter's vitals and watched them for a moment before turning to the man himself

"Still out?" Natasha questioned

Jessica rubbed the side of her head tiredly "Yeah, but considering he went through almost two dozen triggers before violently morphing into a giant spider hulk thing and then being changed back in such a short span of time I'm surprised he stayed awake for another hour. Even if he didn't seem he was all there for that hour. I gave him some sedatives to help him fall asleep easier"

Jessica remembered how lost Peter looked as he tried to stay awake and seemed incredibly disoriented. The man probably couldn't remember what happened as the Man-Spider and likely the events beforehand. Helen did point out that scans of his brain showed similar readings to the triggers that caused memory loss. Banner remarked that it seemed Peter's transformation was similar to his in that it's likely only bits and pieces will be remembered at best.

Natasha made an 'hmm' sound before walking over to a drawer taking out what looked to be a several pairs of Carbonaduim cuffs. Jessica watched her gently cuff both of Peter's wrists and ankles to the bed's rails.

"What are you doing?" Jessica asked in confusion at what her teammate was doing

"Tony has JARVIS offline so he can upgrade his security system so Fury or Reed's kids can't break in again. So we can't rely on our favorite A.I. to alert us if Peter gets out. We also need to go plan out Peter's schedule and contingencies if he forces our hand." Natasha said as she finished securing the former HYDRA assassin to the bed carefully so as to not wake him.

"I thought you would have done that already" Jessica said in surprise that the woman before has yet to start on planning out Peter's routine.

"We're both his handlers and I value your opinion. Besides… it gives me an excuse to get out of watching Tony and Steve arguing again" Widow deadpanned

"Their fighting again?" Jessica asked as she stood up and cracked her back from sitting in the chair for so long

"Nothing to serious" Natasha said as she and Jessica made their way to the door "At least, I don't think it is. Tony joked earlier about Steve needing to get laid more often and made a few profiles for him on several dating sites."

"Classy Tony, real classy" Jessica shook her head at her former teammates antics.

She knows that on some level Tony was just trying to help Steve so he doesn't feel anymore alone that the man from the 1940's already feels, but he really needs to work on the whole delivery system or better yet have Pepper do it since that woman actually uses tact instead of Tony's… Tonyness.

The two women had the lights dimmed before leaving the medical room with the still apparently sleeping Spider-man.

…

After almost ten minutes Peter began to stir and slowly opened his eyes into a room he was not familiar with. The man frowned before trying to move his arms and felt them restrained. He turned his attention to his wrists and saw both them and his ankles were held by a pair sturdy looking cuffs.

' _What is this?'_ Peter thought in confusion as he looked around the room and seeing nothing familiar

' _This isn't… home…'_ Peter thought agitated as he's never woken up in an unfamiliar location like this before.

Peter returned his attention to his wrists and ankles that were still trapped before taking a deep breath.

Several cracks sounded through the room as Peter dislocated his wrists and broke his thumb joints to allow him to squeeze his hands with a tremendous amount of effort through. Peter grunted several times in pain before he felt his hands pull through with them having some severe bruises beginning to form. He then turned his attention to his trapped ankles and frowned slightly before deciding to wait for his hands to heal

Peter assessed the situation he found himself in as he waited for his healing factor to fix his hands so he can than free his feet

' _Possible apprehension scenario. Not probable, not probable.'_ Peter shook his head as bean to feel like ten people were yelling something different inside his head.

Taking in his surroundings again since he still has a few minutes before his hands heal he tried to focus on what's happened since he went back into cryo after a botched mission to Cambodia. His handlers and superiors weren't very happy with his failure and made it apparent in his… punishment. Peter couldn't blame them for being upset, he made a carless error that cost him his mark and set HYDRA's plans back months. Still he doesn't think he was in cryo long before they brought him out.

' _Base attacked by hostiles. Awoken to help combat attackers, failed. Capture likely, escape paramount. Escape. Escape. Escape'_ Peter thoughts continued before wincing as his head throbbed again but not as intense as before

That's when the man noticed that his head felt lighter despite the headaches and his thoughts didn't seem as jumbled as before. He also began to notice just how sore his body felt. Peter frowned as he doesn't remember being hurt that badly but shrugged it off as unimportant.

' _Had worse'_ Peter thought when he felt the bones and muscles in his hands finally fix themselves. They still felt sore and the bruising was still visible, meaning he'd have to be careful or he'll end up breaking his hands again. Peter then gently grabbed his right foot and twisted it around with enough force to break and dislocate the bones in his foot before pulling it through. The only pained sounds he emitted were a few grunts and a hiss before he took several deep breathes and worked to free his other foot some blood trickled down dis feet has some of the bones tore open some skin and started bleeding. Once it was free as well he laid back in the somewhat comfortable bed and waited for his ankles and feet to repair themselves and wiped his blood stained hands on the bed sheets. Occasionally he had to help the bones move back into position so they heal properly which only took a few minutes.

Peter stood up and noticed that he only had on a pair of white pants which still had some blood around the ankles from when some of the bones pierced the skin, while his torso was bare along with his feet. Peter looked around the room for his 'uniform' and saw it wasn't there. The HYDRA assassin took a deep breath before concentrating on his sixth sense to pick up a special frequency that a small device he's left on his suit incase he's separated from it. Peter could only hope that the suit was within a two mile radius or else he'll be severely underdressed for a break out.

' _Want my suit back. My suit. Mine. Mine. Mine.'_ Peter's thoughts began to repeating once more causing his head to begin throbbing again. He shook it off and slowly made his way to the door. The door opened automatically and the man slowly looked out the door to see if there were any guards. The hallway had only a few lights on and was mostly dark.

Seeing no one Peter kept concentrating on his sixth sense when he felt… well what could be described as a 'buzzing' feeling. Peter began to follow the buzzing like feeling while remain vigilante for his captors.

He made his way to what appeared to be an elevator and was about to call for it before he heard someone approaching from the hall to his left. Peter tensed before leaping up towards the ceiling and making his way in a darken corner and remained absolutely still. A few seconds past before a woman who as far as Peter could tell was of Asian descent and was staring at a tablet in her hands intently.

She paused under Peter for a moment and the man felt his body tense knowing that if she looked up she would be able to make out the white of his pants in the darkness, and the light from her tablet was bright enough to illuminate part of his body. After several tense seconds continued on down the hall. Peter watched and felt relieved that she wasn't heading down the hall he came from.

' _Chances of escaping have increased'_ Peter thought before dropping back down and felt the buzzing pull down slightly. Peter pressed the down button and waited for the elevator to arrive.

After several seconds the elevator arrived and the HYDRA assassin entered and press the down button again. As he descended Peter payed attention to his sixth sense until he felt the buzzing grow stronger. Hitting the stop button Peter quickly exited the elevator and entered a slightly more lit area. Peter frowned as he realized that there were fewer places to hide now

' _Problematic, Problematic, Problematic, Problematic'_ Peter shook his head again before continuing on towards the door where the buzzing was most intense. His suit was inside the room.

The door opened quietly and Peter peeked in to see what looked like his suit on a table near the far end of the room… along with a woman. Peter's eyes narrowed as he observed the woman examining his suit

She stood at 5'9 and had a slim build and short brown hair. She was wearing a blue shirt and black pants with what looked like black boots. She seemed oblivious to Peter's presence as he slowly and quietly approached the distracted woman.

(Janet Van Dyne-Pym POV)

' _Okay let's see what we're working with'_ Janet thought as she examined the outfit that Peter was wearing when the Avengers first encountered him. Even though she was known to the world as 'The Wasp' she was arguably more well known for being a part time super model and fashion designer, so she took it upon herself to study the suit which the HYDRA assassin was discovered in

The suit appeared to be made out of a thin Kevlar bi weave like material that made up Black Widow, Spider-woman, and Hawkeye's suits. It was sturdy enough to provide a descent amount of protection against small knives and small caliber bullets but light and flexible enough not to hinder speed and mobility.

The top portion of the suit along the shoulders, neck, and collar bone area were black along with the fingers of the gloves, with the rest of the suit being a scarlet red color. There was also a helmet like mask that had the lenses painted also a shade of scarlet red.

' _This guy really liked red'_ Janet thought as she continued to study the suit and noticed a few odd things about it.

The first that was most obvious was the damage to it. The right eye lens for the suit was cracked with the top portion of the helmet like mask being dented from what she discovered is where Steve had hit with his shield when they were fighting. The chest portion of the suit was covered in tears and rips with a large burn mark on the chest. Janet recognized it as the area that Stark shot his Uni-beam at when she, him, and Hank first arrived to help Steve, Clint, and Natasha.

However during her examination of the suit she noticed that there were signs that the suit has been repaired. Granted the evidence showed that whoever was doing the repairs wasn't very knowledgeable in the area but still did the best they could. Old seams that seemed to have been resewn together, patches of slightly different shades of red or black were melded on to cover holes and tears too large to properly fix.

To Janet it was obvious that the shoddy repairs were done by its wearer Spider-man. She couldn't help the small smile appear on her face as she imagined Peter sitting in a dark HYDRA armory struggling to repair his suit by using pieces of other suits or uniforms used by other HYDRA personnel.

' _This suit must have been the only thing he could call his and must have valued it a lot'_ Janet thought as her smile turned in a sad frown.

She was well aware that HYDRA did not tolerate attachments of any type and likely punished Peter on several occasions for being so attached to his suit. Hell, he probably had to learn on his own on how to repair his suit and maintain it since his masters probably only cared that he did his job and did it well.

While she was trailing over the seams her fingers brushed against something metal and small. Janet frowned as she held up the area she felt it and found a small little pocket which held a small dime size metal disk in it. Janet grabbed it and brought it close to her eye as she tried to figure out what it was.

' _Now just what are yo-'_

Janet's trail of thoughts were interrupted when she felt an arm wrap around her neck and cut off her air supply. She grabbed the arm in an attempt to pry it off and brought her elbow back towards what was holding her. She felt it painfully make contact with someone who felt like they were made of concrete. The person's response was to tighten the hold which caused Janet to begin losing conscious.

(Peter's POV)

Peter held the woman in a choke hold for a moment longer as her struggles ceased before he let her go and had her slump to the floor. He checked to see that the woman was still alive but will likely have some serious bruising on her neck for a while.

Peter turned his attention back to his suit and placed the small disk that was taken out back into the pocket. After checking to see his uniform was still in useable condition Peter quickly suited up and began looking for an exit. After looking around the room Peter made his way back out into the hallway and headed back to the elevator that brought him here.

' _Elevator shaft, likely an exit near the top'_ Peter thought as he pried open the doors and jumped into the shaft. Peter used his spider like abilities to stick to the wall and began the task of climbing the shaft while being mindful of any ascending or descending elevator cars.

' _This place has horrible security…'_ Peter thought as he climbed through the darkness and hopefully to his freedom

* * *

And done.


	11. Chapter 11

Took me nearly a month but I have finally updated this story. So we finally See Peter aka Spider-man aka HYDRA's brainwashed assassin finally doing stuff outside of lying around and turning into a giant spider monster.

It's also in this chapter and after that we start to get a in depth look on Peter's mind set and just letting you know, it isn't too pretty and will come off as either harsh or uncaring for the most part. It's HYDRA, you don't end up being all about rainbows and sunshine after being raised by them for the better part of almost thirty years, just ask Bucky Barnes.

Disclaimer: I do not own any Marvel characters seen, used, or mentioned in this story.

* * *

Avengers Tower, Elevator shaft June 2nd 9:17 PM

Peter's climb through the dark and cool space was slow going as he had on several occasions had to stop and wait for an elevator car to pass before resuming his trek up towards the top.

His wrist started to act up again causing the man to pause and use his feet to remain on the wall and rested his back against the wall. Peter removed both his gloves to see that a small area on his wrists seemed red and a small trickle of blood was visible near where the wrist and base of the palm meet.

Peter narrowed his eyes at the sight before pressing in the spot, thinking that a small bone chip may have pierced something and split the skin.

What he didn't expect was a strand on web to shoot out and stick to the other side of the elevator shaft. The action almost caused Peter to lose his grip and fall.

"What the hell?" Peter said surprised as he's never been able to do something like that before.

After spending the next few minutes pressing the area several more times with varying degrees of pressure on both hands and using his two center fingers to get the same result, Peter placed his gloves back on after tearing to small holes in his suit were his wrists were and resumed his climb. After nearing the end of the elevator shaft he saw one last door which signaled he was on the top floor, or very well close to it.

Peter looked down to see and hear for any cars coming up before slowly crawling towards the door and listening for any signs of activity on the other side of the doors. Hearing none the red and black man placed both hands on each door and used his strength to slowly pry the doors open.

Once they were open wide enough for him to slide through he used his agility to leap through just as the doors closed on their own, with some resistance on their part.

' _Now to find an exit'_ Peter thought as he cautiously made his way down the much more illuminated hallway.

He kept an eye out for anyone while making note of every sound he hears to insure he doesn't stumble upon someone by accident.

He'd rather try to keep the killing to a minimum at the moment, or until he's better informed of his situation. By right now getting out and linking up with friendlies was his main concern

' _Exitexitexitexitexitexitexitexit'_ Peter felt his head throb again which caused him some slight disorientation as the voices continued

" _You are the culmination of a hundred years of planning…"_

" _Humanity must be protected… from itself…"_

" _Never show weakness…"_

" _No mercy…"_

" _Hail HYDRA!HAILHAILHAILHAILHAILHAIL!"_

The faint sound of car horns in the distance and the feel of a slight air current that he was barely able to detect with his enhanced senses caught Peter's attention and broke him out of his odd trance and compelled him to start moving move faster.

The sound of movement caught Peter's attention and forced him to pause and quickly leap to the ceiling and rip open an air duct that was close and thankfully large enough for him to fit in. He quickly moved a bit into the darkness and hoped that the tall blonde man, scarlet red haired woman and dark haired woman that appeared didn't notice that the grid for the air duct was slightly damaged. Peter watched as they walked by and couldn't help the odd feeling like he's met them before.

The blonde and red head he recognized as hostile for some reason and the dark haired woman registered in his mind as annoyance for some reason.

' _Voices familiar, scent familiar. Likely captors'_ Peter through to himself as he watched the trio make their way down the hall. He waited for almost a minute before he exited the air duct and continued on his way to finding an exit

" _Slow and steady 01 or else you will lose…"_

Peter paused momentarily as the voice of one of his handlers filtered through his head again and flashes of a grey room with a fenced in area of re-enforced steel appeared before his eyes. A man encased in shadows stood just beyond his line of sight. It spoke as Peter found bodies around him, beaten, bloodied and broken with more men entering the area

" _Again…again…again…again…again"_

"Has anyone seen Janet?" a voice ripped Peter out of his memory and caused him to growl in annoyance at being so easily distracted.

He quickly jumped on to the ceiling and held himself over the door that had what sounded like four distinct males speaking.

"She said something about taking a look at Spidey's suit downstairs" one voice replied

Another spoke up "Yeah, apparently if Spidey is going to one day be one of us he should have a new look. She then went on about turning over a new leaf, a new beginning, and a bunch of other things. Also do you think he would look good with a cape? I think he would but Janet doesn't seem to think so"

The final voice spoke with a slight air of authority and power to it "Would you like me to walk you down Hank?"

"No Adam, but thank you anyway. I uhh, have something I want to discuss with her and it's uhh kind of private" the voice of Hank spoke in a nervous tone

"Ohhhh you gonna ask 'the' question Hank?" one of the voices spoke up that didn't belong to the ones identified as Adam and Hank

"Tony…" the fourth voice that sounded reserved and quite warned

"What Bruice? I was merely asking Ant-y here if he was going to bring up-"

Hank interrupted him "Thanks for the help but I should be going now"

A moment later the door beneath Peter opened and a man walked out quickly and was making his way to the elevators. Peter waited for the door beneath him to close before he silently landed and broke out into a near sprint down the hall.

He soon entered a room what had a raised area that overlooked a city the Peter didn't recognize. But what really caught his attention were two women sitting on one of the couches, their backs to him thankfully, talking about something

Peter looked out towards the city and then the two women and realized that he was going to need answers if he was going to find a way home. Thankfully the two were speaking English and he happened to recognize one of the women as the Asian woman he encountered earlier. The red head she seemed to be speaking to, he didn't know or care.

' _They'll tell me where I am… one way or another'_ Peter thought before he crouched and launched himself at the two women and tackled both of them to the ground. ' _Time to see if that webbing stuff works'_

Peter quickly shot several strands at the Asian woman and stuck her to the ground while he kept a firm grip on the red head beneath him by placing his knee on her back and pressing down hard. The act caused the woman to let out a shriek of pain.

"Pepper!" the Asian woman shouted causing Peter to shoot another strand of his webbing at her mouth.

' _Can't have you letting anyone know I'm up here'_ Peter thought before turning his attention to the struggling woman beneath him

Peter than grabbed the woman by the back of the neck and rose to his feet and lifted the red head to eye level so she was staring right into his red lenses that seemed so angry, if she focused hard enough she would make out the faintest details of his eyes beneath the damaged lenses. She tried kicking him but the hits didn't even cause him to flinch.

But the kick near the groin by the woman's red heels did cause him to tighten the hold on her neck slightly and cause her to wince in slight pain.

"Where. Am. I?" Peter growled out

"TONY!" the red head shouted only for Peter to cover her mouth and muffle her screams foe help.

"I'm going to ask you questions. If you don't answer them I'll kill you. Scream and I will kill you. Cooperate and I may let you live, understood?" Peter hissed as he stared into the tear filled eyes of the woman that the other called Pepper

The woman after a moment struggled to nod and Peter reluctantly removed his hand

" _Never hesitate, never compromise and never show compassion to those that hinder you… To do so is beneath you!"_ again another voice whispered through Peter's head quietly almost to the point that he barely heard it

"Y-you're i-i-in A-Avengers Tower" Pepper struggled to say with Peter's tight grip on her neck and fighting back the urge to cry

Peter quirked his head to the side and loosened his grip slightly "Where is that?"

"New York City" Pepper spat out as her tear stricken eyes had a look of defiance in them

"Where's that?" Peter growled as he realized he was wasting valuable time

Pepper gave him a look of confusion "…America?"

"Is it close to the facility?" Peter growled out as he could faintly hear yells with his enhanced hearing.

Looks like his captors found out about his escape. He needed to move and fast.

"What facility?" Pepper asked confused and Peter could see she was telling the truth

He let out a sigh of frustration before tossing her to the side and have her land roughly in a chair before he shot a strand of his new webbing at her, pinning her to the furniture.

Peter could now faintly here several individuals running and closing in fast. He looked to see the city outside in the night sky. Peter looked down at his wrists

' _Hope this works'_ Peter thought before taking the couch the two women were on and throwing it at the window. The glass breaking caused an alarm to sound off and Peter didn't hesitate sprinting to his apparent freedom. Just as he was about to reach the window a dark skinned man who was a little taller than him appeared in front of him and made a move to grab him. Peter shot the man in the eyes with his webbing before grabbing him by the shoulders and hefting him over towards two men, one with a red and gold metal arm on him, before jumping through the window and freefalling down towards the city.

* * *

And done.

Short chapter yeah but Peter is now out, confused, and desperate to get home and will do anything to achieve that.

We also get to see that Peter… isn't really all right in the head as he's having random flashbacks and hearing voices in his head.

Next chapter we see the Avengers race to find Peter in the city that never sleeps. Meanwhile Peter finds himself being followed by an unknown assailant and finds out that 'getting home' will be a lot harder than he thought


	12. Chapter 12

So here's my first chapter in Spider-man roaming the Big Apple trying to find a way home.

And to answer a few questions or statements that my reviewers asked.

 **Treyalexander63917** : Yes, Peter will get more of a sense of humor as he begins to truly break away from HYDRA's influence. As for the whole great power and great responsibility thing… it will be a bit difficult to get that part since the people who instilled that belief into Peter all died years ago and he's never met them. But some of his actions and later beliefs will reflect some of that legendary comic book belief.

 **Spider-Ninja0117** : Peter having claws or stingers… YES to the claws and NO for stingers.

Disclaimer: I do not own any Marvel characters mentioned, used or seen in this story

* * *

Avengers Tower, Common Room June 2nd 9:30 PM

Jessica was currently pacing the floor as she ran her hands through her head and angrily shouted "How in the hell could we let him get away! He was strapped down to a medical bed in the heart of the Tower with almost the entire current Avengers roster inside it!"

Tony was currently holding Pepper and rubbing her back soothingly on an ottoman while Bruce checked over her, Cho and a shaken Janet that Hank brought up earlier for any visible injuries aside from the bruises on Janet and Pepper's neck.

"I want to know how he got out in the first place too!" Hank said with anger in his tone as he was checking over his suit. "He could have killed Janet!"

The incredibly smart size changing hero was just waiting on Steve to get back so he, Spider-Woman could help in searching through a city that at any point in time had nearly twelve million people in it.

Blue Marvel and Black Widow had already suited up and were out looking for Spider-man. Steve already contacted Reed to let him know what was going on and contacted Xavier to see if he could help track the man down. Sadly, the X-men were busy with Stryker and his covert anti-mutant black ops paramilitary force, Purifiers. The Squadron Supreme was out of the question because of their methods 'protect the earth at any cost'. As for the Defenders, they were still in Madripoor tracking down a rouge scientist by the name of Otto Octavius…

"He broke himself out" Steve said as he entered the room clutching the bloodied Carbonadium cuffs that were supposed to secure Peter to his medical bed.

Janet looked at the bloodied cuffs and gasped "Jesus… what did he do to himself?"

Jessica stopped pacing and looked at the cuffs that Steve placed on the table. She had to fight the shiver she got as she imagined what Peter did to break himself out. Those cuffs were placed behind his wrist and ankle joints, meaning that the HYDRA assassin had to break a lot of bones and possibly split his skin in ways that would coat his hands in blood and allow them to better squeeze through the secured cuffs.

Jessica took a deep breath and turned to the three women who interacted with Peter last "What was his condition when you encountered him?"

"Wouldn't know, never had a chance to ask" Janet said a bit annoyed as she rubbed her throat which had a large purple bruise on it.

"Hostile, for one. But all things considered he seemed healthy" Cho said

"He seemed… confused" Pepper said as her brow furrowed in thought "He kept asking where he was and when I answered that he was in Avengers tower in New York, he seemed… loss"

"What he doesn't know where New York is? Guess HYDRA didn't include geography in his training" Tony said as he stood up from the couch after draping a nearby blanket over Pepper.

"No, they intentionality refused to teach him something like that. After all, if Peter somehow escaped and got out…" Jessica trailed off

"…He wouldn't know where to go and make it all the easier for him to be captured" Bruce said as he finished examining Janet's bruise

"So we have a highly dangerous man roaming around New York City who has no idea where he is. We need to find him fast. It won't be long until Furry catches wind of this" Steve said as he strapped his helmet on

"Steve's right. As far as Peter is concerned, this world is all new to him. Like any wild animal introduced to a new environment he's likely going to try and figure out where on the food chain he stands" Bruce said in a grave tone

Rogers looked uneasy before he turned to Jessica "Spider-woman, can you call up some of the local vigilantes to help us? Iron Fist, Daredevil and Cage?"

Jessica nodded "Yeah, I'll let them know to try and keep things quiet and to tell us if they spot him and not to engage unless absolutely necessary"

"Good" Rogers nodded "Stark, what's the word on JARVIS?"

Tony had called his red and gold armor and already had everything but the face plate on "Still down for another half-hour has his code and algorithms adjust to my modifications"

Steve sighed "Looks like we're doing this the hard way then. Avengers… Assemble!"

While the Avengers were rushing to find Peter, said man was currently swinging through the city by way of his new organic webbing abilities. Granted he was having a little trouble in controlling his direction and avoiding either birds, cranes, signs and the occasional passing helicopter.

Still he was starting to get the hang of it.

' _Need to find somewhere high where I can get a better look around'_ Peter thought as he launched himself from a web line and landed on the side of a building, the force he landed created a multitude of cracks.

He scanned the nearby buildings for anything that had a sort of bird's eye view of the area. After seeing that the closest one appeared several blocks away, Peter huffed in annoyance. He raised his arm to shoot out another web line when a feminine voice spoke up

"You lost handsome?"

Peter froze as he slowly zeroed in on the source of oddly cheerful and slightly seductive voice wondering how he could have either missed the person or let them get so close to him in the first place

He greeted to the sight of a beautiful woman sitting on the ledge beside him with her head in one hand propped up on her knee while the other rested on her thigh. She appeared to be around 5'9 and had shoulder blade length snow white hair. She was dressed in a tight black suit that had what appeared to be white fur along the collar, arms and legs with the zipper pulled down to show a generous amount of her well-endowed chest. Her face was partially covered by a domino mask with white polarized lenses.

The unknown woman flashed Peter a heart stopping smile "Maybe I could help you out?"

While the woman would make any hot blooded male drool with lust, Peter didn't even so much as blink at the woman. He just gave her a blank masked gaze, as if she was every bit as interesting as a random fire ant on the other side of the world in some random jungle that he's never been to.

"Aww what's wrong hon, cat got your tongue" the woman whispered in a low husky tone as she leaned in a bit

Peter stared at her for another minute before speaking in a dry tone "Where am I exactly?"

" _NewYorkCityNewYorkCityNewYorkCityNewYorkCityNewYorkCity"_

Peter winced slightly as the voice of the red headed woman from earlier repeated through his mind loud enough to nearly lose his grip on the building

The woman tilted her head to the side with a small amused grin on her face unaware of the current state of mind of the, in her opinion, attractive male before her "In Manhattan hot stuff, why? You got somewhere to be?"

"… I want to go home" Peter said in a quiet voice as he looked down at the flowing traffic twelve stories beneath him.

"Oh… well maybe I could help!" the woman said in a friendly tone seeing as that the man might not be in the mood for some flirty banter which may or may not lead to some nice satisfying sex. _'Been too damn long since I got any from anyone_ ' Felicia thought a little sullenly on how dry her sex life has been since her previous girlfriend dumped her because of each other's chosen profession.

Peter returned his gaze to the woman and looked her in her polarized covered green eyes "How?"

"Well Avengers tower isn't too far-" the woman began before Peter interrupted her

"NO!"

The woman was taken back by the outburst before she heard her phone ring. She pulled out the device to see who was calling her. Her face brightened at the caller's name and she quickly hit answer and spoke in a flirty tone

"Jessy! How's my favorite lover! Finally realized that Captain Marvel wasn't your kind of gal or are you inviting me to join you two?"

" _Felicia I need your help! The Avengers apprehended a man that use to belong to HYDRA that was part of the same shit that I was and he's now out and running around the city!"_ Jessica practically screamed through the phone

Felicia Hardy's eyes widened in shock at hearing what her ex-girlfriend said "Wait what!?"

" _The guy who escaped the tower was part of the same program that I was in. Trained by HYDRA to be the near perfect killing machine. We liberated him from HYDRA recently and were keeping him in the tower while we tried to help him"_ Jessica said in a quitter tone _"And now he's running around New York alone and confused and I'm worried that he'll either hurt and kill someone or SHIELD will find out about his escape and try to capture him and have him do exactly what HYDRA was doing to him if not worse. Assuming HYDRA doesn't take this opportunity to grab him"_

Felicia frowned before her eyes widened and she slowly looked to her side to see that the man dressed in red and black was gone!

Felicia gulped "Uh Jess, is the guy dressed in red and black suit, sticks to walls and can shoot webs out of his hands by any chance?"

" _Yes that's him! Where is he?"_ Jessica asked

"… He was just right next to me" Felicia said as she slowly pulled the phone away from her ear

3…2…1…

" _WHAT THE HELL FELICIA! FIND HIM HURRY! BUT DO NOT ENGAGE HIM UNDER ANY CIRCUMSTANCES, ME AND IRON MAN ARE ON THE WAY NOW!"_ the female hero hollered through the phone

"Can do babe!" Felicia brought the phone back to her head before hanging up. "Now where did you go my dear little spider?"

The enhanced cat burglar and occasional hero took a quick scan of the area and just barely made out a red and black for vault over a building in the distance heading towards Central Park

"Gottcha" Black Cat muttered as she shot a grappling hook and swung after the illusive man.

* * *

And done.

Short chapter, but at least we got to be introduced to the femme fatale Black Cat. As for the whole Defenders, Squadron Supreme and X-men bit, that's so people won't later ask 'Why didn't these other guys come and help aside from the Fantastic Four?' They all have their own issues too…


	13. Chapter 13

Disclaimer: I do not own any Marvel characters seen, mentioned, or used in this story

* * *

Rooftops of Manhattan, New York City June 2nd 10:23 PM

"Come on hon! I just want to talk, I swear!" Black Cat yelled out as she's been struggling to keep up with the apparent Spider-man for the last ten minutes

The man so far had shown that he was far faster than she was despite her being an enhanced human as well. The only reason she hasn't lost him yet was because she knew the city like the back of her hand while Spider-man seemed to have no real location in mind. He was simply trying to lose her in the towering skyscrapers that New York is famous for.

Spider-man looked behind him to see the woman was still following him and let out a sigh _'I'm never going to get anywhere with her still following me'_

He landed on a rooftop and turned to see Black Cat land before him gracefully. Peter's eyes narrowed at her movements, how precise and fluid they were. He concluded that she was an enhanced, to what the degree he didn't know but he'll soon find out.

Black Cat saw the man following her movements and let out a smirk "See something you like sweetie?"

Spider-man was quiet for several moments before speaking in a dry tone "Not really, why?"

Black Cat's brow twitched under her mask before she quickly pulled out a pair of bolas and threw them at the red and black clad man who simply webbed the approaching projectiles to the roof.

' _Well that didn't work…'_ Felicia thought before Spider-man appeared in front of her in a blur and pushed her back.

With Spider-man's strength however, that simple push had sent the cat themed thief flying thirty feet and off the roof top. Spider-man made his way over to the ledge and looked down to see if the woman died or not. His sixth sense flared and he backed away from the ledge just as Black Cat's boots soared past his chin.

She landed behind the man and sent a series of punches and kicks that he either dodged or blocked. He then reached out to grab a punch sent by Black Cat and held it. Black Cat's lenses stared into Spider-man's before she tried to head butt the man. He grabbed her head with his other hand before lifting her over his head and slamming her down into the ground.

Felicia let out a cry of pain as her back painfully made contact with the rooftop "GAH!"

Peter watched the woman for a moment and considered killing her before he suddenly found himself in some sort of kitchen staring at a woman dressed in red and yellow that he vaguely recognized as one of the people he saw earlier when he was escaping from the tower.

" _Wait don't hurt her…"_

Peter looked to his side and found that he was bigger, harrier and had more arms then he remembered and a small little boy dressed in pajamas tugging on one of his arms. He was saying something else but Peter couldn't quite understand what it was.

' _What is this…'_ Peter thought confused as he doesn't remember any of this before a sheering pain blared through his head and caused him to close his eyes in pain

Peter opened them after a few seconds as the pain suddenly stopped and he found himself standing on the roof again with Black Cat slowly rising to her feet again while watching him warily. He returned her stare before leaping off the roof and swinging away in a random direction.

"Tonight for a good run I suppose" Black Cat sighed before resuming her pursuit of the HYDRA assassin

It was almost another ten minutes of chasing the man through several allies, a hotel and across another dozen rooftops when Black Cat rounded a corner that the he swung by moments before and she felt a strong, powerful grip on her ankle that halted her momentum and nearly popped her leg at of its socket before being swung towards a billboard

"AH!"

Felicia saw the approaching board and was able to flip herself midair and use her boots to connect with the sign and absorb the impact. She sprang backwards off the billboard and into a handstand before righting herself and turned just as a large net of what appeared to be webbing slammed into her and stuck her the billboard

"What? Hey!" Felicia shouted in surprise and outrage at finding herself restrained

Spider-man was standing on the opposite ledge of the building several meters away before he jumped and landed right before her in a crouch. He slowly straightened himself and looked down at the cat burglar with his red damaged lenses.

"…Why do you keep following me?" Peter asked quietly as he examined the still struggling woman

Felicia stopped and turned towards the man "Uhh, because a friend of mine asked me to keep an eye on you until she gets here. That and something tells me a guy like you shouldn't be let out unsupervised"

Peter quirked his head to the side at her response and remained standing there like a statue for several minutes. In that time Felicia tried using brute strength to break out of the web but found that not only did it stretch with her it but when she tried to slice through it with her claws she found them barely making a dent

' _Jesus, what the hell is this thing made of?_ ' she thought in annoyance before turning her attention back to the still present Spider-man ' _Hopefully he'll stay there until Jess and her fri- Oh for fucks sake!'_ Felicia mentally shouted as she saw Spider-man turn and launched himself into the air before shooting out a thin web line and using it to swing away

Several minutes passed with Felicia still stuck to the billboard before she heard what sounded like a rocket approaching her.

"Felicia!" came the voice of Jessica as she and Iron Man landed on the rooftop

Felicia gave an embarrassed smile "Hey babe! You wouldn't happen to have something to get this off will ya? While I don't mind being left sore, exhausted and covered in a man's sticky white substance I kinda don't want to be stuck here for the rest of the night"

"Hold on" Jessica sighed as she approached her trapped ex-girlfriend and grabbed some of the webbing before pulling it off with all of her strength.

The webs slowly began to tear before a red laser sliced through it causing Felicia to flinch at the heat and its sudden appearance and Jessica to stumble back in surprise before sending an annoyed glare to the iron Avenger

"What?" Iron man said with a shrug "We have a dangerous former or still affiliated assassin of HYDRA running around that we need to find before Fury finds out we lost him"

"A little warning would have been fine!" Spider-woman said as she placed her hands on her hips and scowled at Stark

"I ain't complaining" Black Cat said as she pulled some of the substance from her hair with a little difficulty. After a few moments she turned her attention to the non-armored red and yellow Avenger "Thanks for the assist by the way!"

Jessica was busy scanning the rooftops before looking towards the black clad woman "Did you see which way he went?"

Felicia's smile fell "Wow Jess, nice to see that you haven't changed too much. I'm find by the way"

Jessica sighed in frustration "Look Felica-" she stopped before looking towards Iron Man with a pointed look

"What?" The man asked

"Can you give us a moment?" Jessica asked

"Oh, uh sure I'll just…" Tony prepared to leave when Felicia spoke

"He headed south bout three minutes ago" She nodded towards the direction she last saw the spider themed man go "He doesn't seem to know where's going so he shouldn't have gotten far. Word of warning, he really likes to use those webs of his"

Tony nodded before activating his suits repulsors and shooting off in the direction that Spider-man had traveled, leaving the two women alone for the moment

After the billionaire and part time Avenger left, Jessica turned towards Felicia "Look, I just want to say thanks for doing your best"

Felicia shrugged with a hand on her hip "It was nothing. Things have been kind of boring around here lately. Besides… the guy was kinda cute in the whole mysterious bad boy way."

Jessica groaned "Of course you would say that!"

"Well am I wrong?" Felicia teased before she noticed that her ex didn't respond "Ohhh, so he is? Made a move yet?"

Jessica folded her arms and glared "No, in fact I only just met him less than a day ago"

"Hasn't stopped me before" Felicia said with a smirk

"Yeah… I noticed" Jessica growled out the last part

"Still pissed?" Felicia winced

"Nooo, I've completely gotten over it!" Jessica said sarcastically

Suddenly Captain America's voice filtered through Jessica's comlink _"Me, Ant-man, Iron Fist and Luke Cage have located and engaged Spider-man by the Brooklyn bridge. Avengers converge on our position immediately!"_

"Need help?" Felicia asked as Spider-woman rose into the air

Jessica looked at her for a moment before shaking her head "No, we've got this. Besides your still a wanted criminal. The only reason Stark didn't arrest you was because he knows you aren't a serious threat and he doesn't know about your enhancements. I can't guarantee that the others will be so understanding"

"Cap'n 'Merica' still pissed that I stole his shield and sold it to Nighthawk?" Black Cat asked with a smirk on her face

"No he's gotten over that, but I don't think the heroes for hire have gotten over the fact that you stole almost a million dollars from them and Black Widow's still pissed that you took a picture of her without her top on" Jessica said in a tired tone

"Can you blame me? The woman has an ass and chest that are probably better than mine! Hell I'd sleep with her if I didn't feel like I would wind up dead afterwards"

"Look, just try to keep a low profile for now okay?" Jessica pleaded to the black and white clad woman

"Ugh fine! But you owe me for helping you find that Spider guy. Guy was a helluva lot tougher than he looked" Felicia said as she rubbed her back and held in a grimace. She can already tell her back and ankle were going to have bruises

"I did say not to engage him and to wait for me and Iron Man" Jessica said with a smirk before she shot off into the sky and towards the Brooklyn bridge.

"Well next time don't take so long!" Black Cat shouted at the heroine with no real venom in her words as she watched the Avenger fly off before deciding to call it a night and return to her pent house to get some much needed sleep

It didn't take long for Spider-woman to get there, already she could hear the fighting going on. It was then that Spider-woman saw a familiar red head on top of a nearby building fiddling with something. She angled her approach and landed behind the woman softly

"Natasha, how's the situation?" Jessica asked as she came to stand next to the red headed Russian and looked down to see Spider-man on the defensive against Captain America, Iron Man and Ant-man who used the Pym particles of his suit to increase his size to thirty feet

"Blue Marvel's inbound along with the Human Torch and The Thing, we just need to keep Peter here until they arrive" the Black Widow said while she finished constructing some sort of rifle in her hands before slapping a clip in it.

Jessica's eyes widened behind her cowl's lenses "Natasha what are yo-"

"There tranquilizers" Natasha said while giving the red and yellow clad woman a look "It's not like I could duke it out with him in a straight up brawl!"

"Sorry…" Jessica said before looking down at the fight "Come on, let's get down there and help them. If what Steve told me is true, then they're going to need us"

"Least we have more muscle now" Natasha said before shooting a grappling hook to the side of a building and using it to swing down into the fray with Spider-woman right behind her

* * *

And done.

Next chapter Spider-man vs the Avengers, round two!


	14. Chapter 14

Disclaimer: I do not own any Marvel characters seen, mentioned or used in this story

* * *

Brooklyn Bridge Park, New York City June 2nd 10:45 PM

Peter jumped back just as a large fist came crashing down on the spot he was just occupying. He landed in a crouch and narrowed his eyes beneath his damaged helmet as the big man began to pull his fist out of the ground. Peter used this opportunity to leap on the man's wrist and run up his arm and deliver a powerful punch to his helmeted covered head that echoed through the area

 **KRAKLLK!**

The large man's head snapped to the left and caused him to stumble towards the ground and on to his knees. Peter landed on the man's back right at the base of the man's skull and prepared to ram his fist through when his sixth sense flared causing him to dodge a circular disk thrown at him by a man dressed in red and blue. Several darts suddenly hit him in the arm that caused him to pause momentarily and quickly rip out the syringes before they could fully deliver their contents into him. He shook his head has his vision briefly blurred before looking around to see that the red and blue man slowly approaching him with his shield raised

Peter backed away to try and place some distance between him and the quickly recovering giant man. The sound of something flying above caught his attention and he saw a red and gold armored person hovering above him with his hand raised and a glowing circle on his armored gauntlet humming with energy

"Look Peter" the armored man said "We all know how this is going to go down. So how about you just surrender and follow us back to the tower and we can forget all about this. Deal?"

Peter felt his brow twitch at the man before he shot a web line towards a knocked over bench and swung it towards the armored man who let out a curse as he flew above the incoming projectile.

"Well, I tried" the man said before shooting several beams of energy from his hands towards Peter who narrowly dodged them through a series of flips and rolls.

Peter landed in a crouch and felt his six sense flare as the area darkened and he looked to see a large foot coming down on top of him. Peter's eyes narrowed in rage at the sudden memory of this happening back at the facility

' _Not this time!'_ Peter thought as he jumped on to the man's foot and with all of his strength punched the giant of a man in the ankle

 **KRAAAAK!**

"AAAAAAAAH!" the man let out a pained scream as he fell gripping his now broken ankle. He started to shrink in size back down to a regular human size and Peter was prepared to finish the man before something red and yellow but unarmored flew out of nowhere and right into his chest

"GAH!" Peter let out a yelp of pain as he felt two of his ribs give under the force.

He and the red and yellow blur tumbled to the ground and rolled for several meters until they came to a stop near a staircase. The two struggled a bit more before Peter rounded up on the bottom with the figure straddling him with a raised glowing green fist ready to strike him in the face. Peter saw that it was a woman and quickly reached out to capture the incoming glowing fist much to said woman's brief shock. The strength of the punch took Peter by surprise slightly along with the tens of thousands of volts of bioelectricity coursing through his body.

 **ZZZZZZZZZZAAAAKKKKKKKK!**

Peter felt his body seize up as he felt his hand beginning to burn from the high intensity electrical shocks traveling through his hand. He could see the arcs of green bio-electricity arching out of the two's connected hands and down his arm

" _Get up Zero One…"_ a voice spoke out all of sudden and Peter found himself lying on the floor of a room covered in his blood, bruises and cuts. His shut had long been discarded after it was cut to ribbons while his left boot had a piece of a knife blade in the side of the heel. He was lucky it didn't cut his tendons or else he would have been unable to continue

 _A man with a metal arm dressed in black tactical gear stood before him wielding a bloodied knife while his face was covered by some sort of mask. One of the lenses on the man's black goggles was cracked but other than that he seemed fine. The enhanced boy could barely breath as he tried to force himself to his feet, blood and sweat falling into his eyes_

" _Get up Zero One!" the voice spoke again_

 _He had just made it to his knees when the metal armed man punched him square in the face. His nose broke under the force of the blow and he fell back down, it felt like the upper part of his jaw had cracked under the punch_

 _He looked to the side and saw a figure sitting their cloaked in shadows with several guards on both sides of them. they spoke again this time their voice loud "Zero one get back up… and fight!"_

 _The enhanced boy tried before he felt his arms give out. The metal man approached again but a wave from the shadowed figure caused him to stop dead in his tracks. The shadowed figure looked back towards HYDRA's latest attempt at the ultimate assassin who now had blood gushing down his face and on to the floor. His body was turning pale from the amount of blood loss and made the bruises all the more noticeable_

" _I-I can't!" young ten-year-old croaked out in pain, tears welling up in his eyes. He gritted his teeth in pain to the point one of them cracked as he kept trying to stand_

 _The man was quiet for a moment before he stood and slowly approached him. The figure's shoes came to a stop by his face before they knelt down and grabbed him by his bloodied hair and forced the young enhanced human to look them in the eye_

" _Yes you can... the pain is only as great as you allow it to be Zero One. Take control of your mind and have it remind your body that no amount of pain on earth will ever stop you from achieving your goals…from achieving HYDRA's goals…"_

 _The figure let go of his hair and walked back to the seat they were for the demonstration "Resume…"_

 _After extreme effort rose to his feet and stared at the man with the metal arm and slowly held up his fists_

 _The man with the metal arm quirked his head at him_

Peter's eyes narrowed in rage and pain as he slowly began to tighten his grip on the woman's hand. The woman began to wince and increased the power of the voltage before gathering more energy in her other hand and grabbing Peter's head and gave it a quick shock in an attempt to render him unconscious.

Peter gritted his teeth in pain before suddenly letting go of the woman's fist and grabbing her by the head and bringing her into a brutal and painful head woman stumbled off him clutching what appeared to be a broken nose.

Peter made to follow but a woman in black with red head suddenly stabbed him in the neck with some sort of syringe.

" **AGGGGH!"** Peter growled in a dark animalistic sound before jabbing the woman in the side earning a yelp of pain from her before rising to his feet and ripping the syringe out of his neck. It appeared to be only half full as Peter ripped it out before the full dosage could be delivered.

Peter looked to see the red head in black clutching her side in pain. Peter gripped the syringe and approached her before his sixth sense flared and he turned just in time for the shield of the red and blue man to impact against his chest

"GAH!" Peter stumbled back and tried to regain his balance before he felt the red head kick him in the back of the knee and jumped on to his shoulders with her thighs wrapping around his neck.

Peter tried to rip her off but she jammed one of her bracelets into his head that caused him to growl in pain at being shocked another time.

' _What… is… with… these… people… and… electrocution!?'_ Peter mentally fumed as his vison began to blur from lack of oxygen due to the red head's tightening thighs.

Peter gripped her thighs before slamming her on to the steps causing the woman to let out a grunt of pain before shocking him again with a stronger voltage. Peter's vision blurred as he found it increasingly hard to breath. He fell to one knee before slamming the woman into the steps again

"AGH!" the red headed gritted out a pained scream before she shocked him a third time just as Peter slammed her into the steps again.

The woman's grip on Peter loosened as she laid on the steps moaning in slight pain. Peter wasn't much better as his mask and by proxy his head was burned along with his entire arm to the point that smoke was coming of them. He briefly fell on to the red head's chest and laid there for a moment as he tried to catch his breath.

He slowly rose just as his sixth sense flared again and turned to meet the red and yellow woman he head-butted earlier grab him and pull him into a punch that snapped his head back in pain. The woman then delivered and elbow to his ribs, several punches to his head before kicking his feet out from under him. Peter's body fell to the ground hard as his vision blurred

' _Escapeescapeescapeescapeescapeescape'_ his head throbbed in pain again before he pushed it to the back of his mind and quickly swiped the red and yellow woman's legs out from under her. The woman let out a startled yelp before landing on her back.

Peter used that moment to jab the woman in the side of the face before grabbing her by her black hair and slamming her head back into the ground. He raised her head to do it again before he felt another grip on him and he turned to see that it was the red and gold armored man that grabbed Peter's arms and pulled him off the downed woman.

Peter thrashed about like a wild animal

"Whooo go me marlin!" the red and gold armored man said before Peter backed his head into the man's armored one with what little strength he had left again and again "AH! Cut it out Peter! We're just trying to help!"

Peter didn't care what the man said all he cared about was getting out of his grip. He slammed his head into the armored man's one last and succeeded in cracking the armored shell. Sadly, Peter felt something in his head crack that sounded suspiciously like bone. It was then that the armored man let g and stumbled back before raising his hand again with the circle humming again

Peter dodged the beam of energy if barley before he punched the armored man in the chest. His fist flared in pain but he was able to dent the armor slightly. Before he could do more however a sonic boom echoed through the area causing both men to look up and see the dark skinned man he webbed in the eyes earlier dressed in a blue and white sleeveless jacket and suit descend before the two with his hands folded into fists and a stern expression on his face.

"I'm only going tell you this once Peter… stop!" the powerful hero said as flying human encased in fire arrived along with some orange thing that looked like it was made of rocks in an advance looking flying car.

Peter took one look at the apparent re-enforcements and then towards the rising forms of the red head and red and yellow woman. Shield man was holding the size changing man and slowly approached the landing car used by the orange rock thing.

Peter looked down to see a small syringe was still imbedded in his side. When it got there he had no idea but seeing as he was surrounded it looked like he only had one choice

" _Sometimes Zero One, the only way to win… is to make sure your opponents don't succeed"_

Peter tore the syringe out and gave one last look to the dark skinned man before him

"…Hail HYDRA"

Peter then much to the shock of the assembled heroes shock jammed the needle into his throat with all of his remaining strength.

The last coherent thing he heard was the voice of the red and yellow clad woman yelling 'No!' as his vision darkened and he fell towards the ground. Peter's head was throbbing as a loud ringing noise echoed through his ears and faint sounds could be heard

"TO...Pressu... eeding…"

"Cho...roo...rry!"

 _"HailHYDRAHailHYDRAHailHYDRAHailHYDRAHailHYDRAHailHailHail…"_

...

...

And done.

Well how's that for a cliffhanger, just when it seems Peter's lost he pulls a no surrender and seemingly takes himself out. It's HYDRA, they would rather lose Peter then have him be used against them when it comes right down to it.

As for why the heroes in this chapter weren't named, it's because Peter doesn't know them or care for them at the moment. So how did you all like Spider-man taking on the Avengers a second time!

Next chapter Avengers deal with the aftermath of Peter's attempted escape and SHIELD makes their move...


	15. Chapter 15

Disclaimer: I don't own any Marvel or DC characters seen, mentioned or used in this story

* * *

Avengers Tower, Medical Wing June 3rd 12:20 AM

Jessica was currently standing outside a medical room that housed Peter has he was being operated on by both Dr. Cho and Banner. They were just barely able to stop the bleeding from when he jammed the needle into his throat and used the bits of glass to tear up his neck.

Standing outside with her was Natasha who looked a bit roughed up but otherwise fine, Adam and Steve. Tony and Hank were in the lab that Peter was staying before he broke out while Janet was resting.

"Been a hell of a last few days" Adam said with a sigh as he leaned against the wall with his arms crossed

"Yeah, just called Barton earlier to update him on the situation. Said he's in no rush to come back any time soon" Rogers said with a tired smirk on his face

"He'll be begging to come back after tomorrow. He can only take Laura's mother for so long" Natasha said with a shrug before she winced and placed a hand on her side from where Peter jabbed her earlier

"Jarvis, have Tony and Hank discover how Peter was able to awaken so quickly?" Jessica asked the virtual butler

"No ma'am by I myself found something rather peculiar about Mister Parker's blood" the A.I. reported catching everyone's attention

"What is it?" Steve questioned

"I was running scans on Mister Parker's blood that was still on the handcuffs used to restrain him and found very faint traces of Epinephrine" Jarvis stated

"So wait… someone pumped Adrenaline into him?" Jessica asked shocked

"Would explain how he woke up so quickly and how he was up and about too" Natasha said with her eyes narrowed "Someone wanted him to break out…"

"Fury" Adam said suddenly "He's the only one that has an interest in Peter and could easily have organized this entire thing"

"But how and when is what I like to know" Steve said

It was then that Tony and Hank appeared carrying something in a small glass container. Stark held it up for the others to see why Hank pulled out a tablet and used the camera to zoom in on the containers contents

"Fury used these things to wake our little boy up. Pym's ants found them under Peter's bed"

What they saw were small looking fly like robots with small needles attached to them.

Jessica's eyes narrowed "But how-"

"The Epinephrine inside these little buggers is extremely concentrated to the point that it could kill someone who doesn't have an enhanced body. Plus, they did it in sequences since Hank was able to discover that this stuff has a delayed reaction" Tony explained

"So they could have pumped that into his body hours before he woke up" Natasha said

"Correct" Hank nodded at the same conclusion he made "They likely came in with Fury himself and possibly on agent's Hill and Coulson when they were in Peter's room"

"Maria can be a bit of a bitch on occasion but she wouldn't do this and Coulson" Jessica said before she shook her head "Fury likely didn't tell them"

"But wait if Fury is behind this, why would he leave evidence so damming?" Steve questioned

"That's because these little beauties were supposed to self-destruct but thankfully Pym's little crazy ants. Their able to conduct electricity and they fried these thing's self-destruct sequence. It's a miracle we were able to even find them in time" Stark said

"So that means-" Adam started off only to be interrupted by Jarvis

"I'm sorry sirs but Director Fury and several of his agents have arrived"

"Son of a bitch!" Jessica growled out before she looked to Steve "Cap are really going to just hand over Peter? Fury intentionally set this all up! We have the damn evidence right here"

Steve cupped his chin in thought for a moment before saying "I have a plan that could work… but there's no guarantee and honestly I don't see it even working but short of declaring war against Fury and SHILED I don't have any other options"

"What is it?" Adam questioned the First Avenger

"How good is all of you all's acting?" Steve questioned the group

Stark snorted "Capsicle, if Shakespeare was still alive, he'd be begging me to act in one of his plays!"

…

Fury stood across from the Avengers with a dozen of some of his best agents behind him and a hard look in his one good eye "Alright Rogers hand him over!"

Steve raised a brow at the man "Can you clarify?"

"The HYDRA assassin you have! He broke out of your tower and went on a rampage. Which means he's now mine since 'Earth's mightiest heroes' can't even contain one man!" Fury said as he strolled right up to Steve and looked the man in the eye

"Director Fury I believe you are mistaken, Mr. Parker never escaped" Steve said in an even tone

"Oh really" Furry said as he crossed his arms "Than why do I have reports of him running through New York City and having an all-out brawl with you by the Brooklyn Bridge?"

It was then that Natasha stepped forward "It's was a training exercise though we will admit that we went a bit overboard."

Fury looked at her in disbelief "…What?"

"Yeah you know like trust falls" Stark said with a shrug as he walked up and stood by Rogers tinkering with one of his Iron Man gauntlets on his arm

Fury gave them a disbelieving stare "Do your trust exercises result in severe bruises like on Mrs. Pym's neck there"

Fury gestured to Janet's neck that had a rather nasty mark on it. Janet started to blush while Hank coughed

"The bruise isn't from the exercise… me and Hank like to… try new things" Janet said with an embarrassed grin

"Yeah, our little Wasp here likes to get choked out during sex with our Ant Boy here" Stark said with a shrug as he continued to tinker with the gauntlet "I know shocking isn't it? At least now I know why they keep getting new belts"

"That still doesn't explain why you all decided to have a rather brutal fight in Brooklyn" Fury glared at them

"Ego" Adam said as he scratched the back of his head "We felt a little insulted that one man could beat us in a fight so we asked for a rematch. Peter was happy to oblige"

"And yet your little spar has caused your guest to require medical treatment from Dr.'s Banner and Cho" Fury said

"How do you know that that's where he is Fury?" Steve said in an even tone

"For one he's not here and second my men recorded that fight of yours" Fury said "And I saw him on several occasions go in for the kill. That wasn't some training exercise, you lost control of him. So hand him over now!" Fury gritted out

"We could… if you of course don't mind explaining to the good people of New York why you helped a dangerous man into their City" Jessica said as she stepped forward

"What are you talking about?" Fury looked out her with a blank expression

Hank held up a tablet with the images of the small machines used to help give Peter his Epinephrine shots. He zoomed in on one piece of the metal construct that had a familiar logo of an eagle on it that is normally associated with SHIELD.

"We also had your meeting with us recorded that showed just how much you wanted Peter and how you mentioned that if it looked like we lost control, you'd take him" Steve said with a hint of anger in his tone

"And orchestrating an attempted break out so you can get him fits your profile. We have records of you doing something similar in the past" Natasha stated as she placed a hand on her hip right next to her pistol

"So by all means take him Fury, but just reminding you now that the U.S. government is becoming quite unhappy with your methods lately and well when they find out that you staged a breakout of a dangerous assassin in a populated city all so you can discredit us and take him for yourself…" Jessica trailed off

Fury's face remained blank but everyone could see the cold rage in his eyes. Stark smirked at the man

"Yeah Fury, we can play this game too"

"Tony" Steve warned his teammate

Several minutes of tense silence passed before Fury turned around "This isn't over yet Rogers…"

"I know" Steve said with a stern look on his face "Which is why this is the only time you'll get any mercy from us. Next time Fury… you and SHIELD are going down. I won't let you threaten more people's lives or my friends for your own ambitions"

"Wow, threatened by Captain America. You know you're done when that happens" Janet chuckled

The Avengers watched Fury stalk off likely already planning a new method to try and apprehend Peter. But for now they can call this a win

"I'm going to go check up on Peter" Jessica said after Fury and his men were gone

"I'll come with you" Natasha said as she followed her fellow spider themed teammate

"Heh, I'm going to go brag to the others on how we just scared Fury off" Stark said as he turned and made his way back inside followed by Hank and Janet

Adam walked up beside Steve and whispered into his ear "You know Fury won't give up right?"

"Yeah… but it'll be a long time until he tries anything else. So for now we can rest easy knowing he won't make any moves any time soon" Steve nodded in agreement

Adam snorted "Now we wait and see what HYDRA has in store for us"

Steve sighed in dread "Can't wait…"

* * *

And done.

So next chapter deals with the X-men sending over a telepath to help erase some of the programing in Peter's head while Natasha and Jessica begin the first steps in helping Peter


	16. Chapter 16

Disclaimer: I don't own any Marvel characters seen, mentioned or used in this story

* * *

Avengers Tower, Medical Wing June 4th 2:34PM

"So what's the word doc?" Jessica sked as she entered Peter's room wearing a yellow hoodie with red markings on the sleeves, a pair of red sweat yoga pants and black sneakers to see the man lying in a bed and securely retrained this time. She frowned at seeing the still healing scar on his neck and the still slowly fading bruises and burns on him from his rematch with the Avengers

' _Still outnumbered and outgunned and he still kicked half our collective asses'_ Jessica thought with a small smirk

Bruce was monitoring Peter's vitals on a holographic tablet "We were able to thankfully stop the bleeding and remove all the glass and bits of needle from his neck. We've also treated the worst of his wounds that he received after he broke out"

Jessica winced as the alter ego of the Hulk gave her a look of annoyance before he placed the tablet down and sighed

"Other than that, we just need to make sure he gets plenty of rest"

"Will we be able to remove some of the programming from his mind in his current state?" Jessica asked hesitantly

"Some of it yeah, shouldn't be a problem" Banner nodded before he frowned at the former HYDRA assassin lying in a borderline coma "But the deeper-rooted triggers, the ones he's had the longest may cause him some serious mental trauma in his current state. I'd advise waiting until he's capable of withstanding the stress"

"That's the plan" Jessica said as she took a seat by Peter's bed and watched the man sleep

It was then that JARVIS's voice spoke up "Ma'am, the telepath from the Xavier institute is here"

"Which one is it? Please for the love of god don't tell me it's Emma" Jessica asked with sigh, the last thing Peter needs is the ice queen plundering through Peter's mind

"No miss Drew, it's Elizabeth Braddock, more commonly known as Pyslocke" the A.I. said

Jessica nodded at that, happy to hear it wasn't the White Queen will be helping Peter. Plus Betsy has experience in this kind of thing and may pick up on something the Avengers missed

"Is she on her way now?" Jessica sked

"She's being escorted here by Miss. Romanoff ma'am" JARVIS replied

"Thank you, Jarvis," Jessica gave the ceiling a smile before a low growl caught both her and Banner's attention. She shot a frown towards Bruce "What do you think he's dreaming about?"

Banner shrugged "Who knows…but something tells me it isn't all that pleasant"

The two Avengers proceeded to wait in silence for Psylocke's arrival as they watched Peter twist and turn slightly in his sleep.

…

"So, what can you tell me about this guy aside from the fact he kicked your asses…twice" Elizabeth 'Betsy' Braddock said with a smirk as she and Natasha made their way to the medical room housing the recent acquisition by the Avengers

The powerful telepath was dressed in black jeans that clung to her legs and read almost like a second skin, a black faux leather cropped jacket over a purple tank top and a pair of knee high boots. He shoulders blade length wavy purple hair was hanging off one shoulder and exposed her neck that had a faint bruise from a fight she was in earlier with a group of Purifiers

"Nothing much really" Natasha shrugged, wearing black sweat pants, a pair of white sneakers, a red shirt that clung to her chest and showed she didn't have a bar on underneath and her hair in a messy pony tail. Her rather lazy hotness was slightly marred by the bruises and bandages she had but she didn't seem to care, hell she made it look good in Betsy's opinion "But I've noticed that he's not much of a talker"

"Most of HYDRA's assassins usually aren't" the busty purple haired mutant said with a chuckle "But I'm told he has a sort of soft spot for kids…"

"Laura and Kitty told you about it, I presume?" Natasha guessed

Betsy nodded "Yeah, they were begging me to take them with me when I mentioned I was coming here to help clear out the brain washing crap HYDRA put in him"

"They and Richard's kids seemed to have taken a liking to him" Natasha stated as they continued down the hall until they came to the door

Both entered the room to see Banner there along with Jessica who was sitting by Peter's side. The female spider themed hero saw the pair and sent them a tired smile while Bruce nodded in their direction as he monitored Peter's vitals

"Hey Jess…how's things been?" Betsy asked as she approached the woman and gave her a warm hug

"Exhausting" Jessica mumbled into Betsy's neck before she pulled back "Hopefully you can help make things a bit easier for us"

Betsy nodded before she turned to see the reason she was here sleeping. She then turned towards the alter ego of the Hulk "Anything I should be aware of before I get started and what to look for?"

Bruce nodded as he handed Betsy a tablet that held the information Jess, Natasha, Adam and Cho were able to gather earlier before Peter's transformation "He's capable of a sort of metamorphous into a sort of human spider hybrid. There's a possibility that it may be split from Peter's psyche like the Hulk is with me and be running around in there"

Betsy nodded at the information as she studied the trigger words and what they're capable of. She frowned at what some of them do to the poor man before she placed the tablet down and removed her coat and took a deep breath

"Alright than…let's get started" the telepath said as she placed her hands on Peter's temples and began to slowly ebb her way into his mind

…

Cold…that's how Betsy could describe Peter's mind as she found herself in what looked like a sort of barren dessert. The sky pale and the sand looked more like ashes. She frowned as she observed her surroundings, years of reading, entering and manipulating people's minds and receiving training from Charles Xavier had given her a good understanding of a person's state of mind based on their mindscape

And so far Peter was showing that he likely held little to no empathy, was nearly unfeeling in most cases and possessed little self-creativity in that he has no dreams, no ambitions, hell he there probably isn't a woman he likes to bend over on occasion or imagine doing so

Peter's mindscape wasn't the worst she's seen but it was defiantly one of the emptiest and most barren. She narrowed her eyes as she saw what looked like a small building up ahead, likely the entry to his deep conscious and where more often than not the triggers and mind control was stored…

Along with memories and something tells Betsy he has a less than pleasant past…

"Please don't be as messed up as Logan's or Laura's…" Betsy said to herself as she approached the small building while keeping an eye out for any possible 'traps' that HYDRA may have implanted in here to keep people like her out from doing what she was here to do in the first place

Soon she came upon the doorway that would lead her deep into Peter's mind and prepared herself for what she might see and opened the door to see…

A hallway… a dark and poorly lit hallway

Betsy frowned as she carefully made her way inside and saw that along the walls were 'doorways' that showed nothing but darkness in them with the occasional echo coming from them.

"That's…not good" Betsy said as she saw faint cracks along each doorway

The reason for the dark empty doors and cracks meant that a lot of Peter's memories had been erased for the lack of a better term. She's faced similar cases with Logan and Jessica but nowhere near as many as she was making out as she progressed into Peter's mind

She stopped on occasion when she made out a memory in one of the doorways or came across a trigger that had the appearance of a large nail that was staked into the wall. The larger the nail usually meant the greater the trigger and the one she was looking at was about the length of her forearm. She did a quick probe of it and saw that it was the trigger that would throw Peter into a state of cardiac arrest

She carefully pulled it out and set in on the floor before she formed a psi-blade and sliced it into several pieces that quickly dissolved into ash. She continued on deeper into the hallway that was acting as Peter's deep conscious for what felt like hours when in the real world it was probably seconds and destroyed several more 'trigger nails' when she came across a memory that seemed a bit recent

Against her better judgement, she decided to see what it was and frowned at what she saw…

…

" _Hello…" the voice of Madame Hydra purred as she entered the room that Peter was waiting in. He had just returned from an assassination mission that was to kill a leader of a rebel cell so a apparent agent of theirs could overthrow the country and subtly instill HYDRA's influence_

 _Peter watched the woman approached with a blank gaze under his mask, he's seen this woman before and has noticed that she eyes him on many occasions. Peter doesn't really feel much but for some reason the way this person, who knew was a superior to some degree, was eyeing him in a way that made him feel…uncomfortable_

 _Madame Hydra approached Peter with a sway in her hips before she pushed herself into his body and wrapped a leg around his waist. Peter tensed as she also removed his mask and started into his eyes with some sort of dark look that he couldn't place_

" _I'm told that you're the results of Project Arachnid Alpha phase, am I correct?" the green hair woman asked in a sultry tone as she pushed Peter back on to a chair before she began to remove his suit's pants followed quickly by her own_

 _Peter nodded, not knowing why she was asking when someone with her obvious authority would have known this without a doubt and why she was removing her and his pants_

" _Good…" Madame Hydra said as she grabbed Peter's face and brought him into a painful kiss_

 _It was painful because she bit down on his lips hard enough that it caused his lips to part and for her to shove her tongue into his mouth. Had this been someone of equal rank or even below Peter's he wouldn't have hesitated to snap their neck, but considering she was his superior he had no choice but to agree_

 _He could only hope that Leader would return soon and drive this woman away…something about her unnerved Peter more than some of the other assets HYDRA possessed, including the one with the metal arm…_

…

Betsy frowned saw she saw the memory go on and nearly gagged as she watched the high-ranking HYDRA officer more or less rape Peter

Considering he didn't like what the woman was doing to him and she could sense he wanted it to stop, years of subjugating and obedience had forced him to remain silent…like a whipped slave or beaten dog…

"Note to self…cut that bitch's head off when I get the chance" Betsy growled as she turned away from the memory in disgust and made her way deeper into Peter's mind all while unaware that she was being watched by a small pair of eyes deep in the shadows…

* * *

And done.

I was going to have this chapter go on a bit longer but I didn't like how it turned out so I redid it and split into two parts. Next chapter will have Betsy remove more 'nails' and view a bit more of Peter's upbringing in HYDRA and considering what we just saw with Madame Hydra, it wasn't that pleasant plus we get to see what's following Betsy around in Peter's mind


	17. Chapter 17

Answers to reviewers' questions or statements:

 **Fenrir44** : Madam Hydra will be for the most part spearheading the attempts to retrieve Peter, partly because of her sick attraction to him and to also stick it to the Avengers, Jessica in particular

 **justafan** : No Madam Hydra was the only one to do anything with Peter, the other women were all to sacred of Peter and didn't want to risk angering the mysterious leader.

 **High-Wolf-King:** Yes, Madam Hydra will be leading the efforts to get Peter back for HYDRA. No she won't be joining the harem and as for Peter having a kid be it with her or someone else…who knows there are a lot of memories that have been removed, who knows.

 **superwonder** : Yeah Betsy was the only telepath that I could really think of that could relate to Peter in some way, Emma I don't see giving him really the time of day and Jean, she's got her own problems in the forms of Wolverine and Cyclops to deal with, she ain't got time for poor Spidey. While it seems that Peter's interreacting more with the Avengers then the street level heroes, it's only because right now he's still a risk and a danger. Once things atrt to settle down he'll get out more, supervised at first obviously and he'll interact more with the like sof Daredevil, Iron Fist etc.I actually have plans for a Peter and Punisher meeting, and it will be awesome…and brutal.

 **Guest12** : Madam Hydra will be popping back up again and the likes of Jessica, Natasha and Betsy will be less than pleased. Some of Peter's rogues will be either members of rival organizations like AIM, SHEILD or the Hand and even HYDRA and some will be regular old criminals.

 **DannyPhantom619** : I do have plans for a strictly Peter x X-23 story in the works.

 **Azure Legacy** : Yeah Viper pretty much raped Peter, as for her having his kid, nah I don't see her ever going that far, she seems to vain to have a child and risk 'ruining' her body. As for adding X-23 and Kitty to the harem, maybe but they're both pretty young still, but maybe when they've aged a few years.

Disclaimer: I don't own any Marvel characters seen, mentioned or used in this story

* * *

 _Peter sat in the darken living room of a recently rouge HYDRA scientist, he wasn't told why the man went rogue or what exactly he did, all he was told is that the man was a liability and had to be eliminated_

 _And so he waited, going on two hours when he heard the car pull into the drive way. Peter tensed as he slowly began to crawl up the wall and listened to the sounds of the man speaking a little too loudly, drunk obviously, and that of a woman_

 _Peter's eyes narrowed at that, this wasn't part of the plan_

 _He watched from the ceiling as the man entered his home with a slight stumble followed by an attractive scantily clad woman with red hair whose hands were in his pants and giggling with glee. Peter waited until the door was closed before he dropped from the ceiling in front of the two_

 _Both went still at his appearance, the man's eyes widening in horror as he recognized Peter while the woman narrowed her eyes at the man_

" _Ooh, who's your…friend" she said as she eyed Peter up and down with interest_

 _The man swallowed nervously as he removed the woman's hands from his pants which were quickly losing their tent "L-Look, I-I know that-"_

 _Peter suddenly placed his and over the man's mouth and before anyone could react he snapped his neck. Peter released the man's head and let his body slump to the ground, he then turned to see the woman looking at him in slight surprise before looking back down at the body_

" _Damn…" she said before lazily looking back at Peter and ran a hand down his chest and gave his covered face a wink "Well since you just killed my entertainment tonight, would you like to do me instead…Tiger?"_

 _Peter quirked his head at the woman and was about to snap her neck when suddenly, leader's voice echoed through his suit's com link_

" _Go ahead Zero one…I'll send someone to pick the body up in the morning"_

 _The line went dead as Peter returned his focus to the woman that was now grinding her rear into his groin and mage a grunt as he pushed the woman towards the couch_

 _She let out a squeal of excitement as she quickly removed her clothes while Peter hesitantly followed, all the while trying to ignore the eyes of the now dead man looking at him and the woman_

 _The woman turned and pushed Peter down on the couch before she sat donw on his croutch and began to grind her rear and exposed pussy on it_

" _Hmm you like that tiger?"_

 _Peter let out a grunt as he ran his hands up the woman's sides who moaned in delight_

 _She then looked over her shoulder at the man "You may not know it Tiger…but tonight you just hit the jackpot!"_

…

Betsy felt her brow twitch as she watched Peter and a woman that Betsy recognized as the famous Hollywood star Mary Jane Watson start to have sex "Well at least he was willing this time"

She stopped to view this fairly recent memory, at least four months old by the looks of it, in her search for more of the triggers in Peter's head. So far, she's only found two more, one of which dealt with memory loss and the other causing paralysis.

She than began to make her way down another hall, this one more poorly lit then the rest, colder too. She took this time to examine some of the doors she was passing and was greeted to mostly empty spaces with faint echoes in them. It wasn't until she was nearing the end that she came across another memory, this one causing her to stop in her tracks and watch with rapt attention

…

 _Peter stood in the middle of what appeared to be an office, covered in blood and bruises. His head was lowered as he stared at the ground and listened as leader paced around him_

"… _I'm very disappointed in you Zero one" the shadowed man said in a curt tone "You not only disobeyed direct orders from your handlers, but you even attacked and killed one of them"_

 _Peter flinched at the accusation before he mumbled out "Sorry sir…"_

 _ **THRAK!**_

 _Peter was suddenly sent face first into the ground as a fist slammed into the back of his head and leader's voice was in his ear_

" _You're sorry? Your little rebellion nearly cost HYDRA an edge of SHIELD and the best you can muster is that your sorry!" the man yelled in rage_

 _Peter let out a whimper as the man's foot collided with his face, knocking one of his teeth out. Peter tried to stand only for Leader to kick him back down and drive his heel into his back_

" _ACK!" Peter let out a chocked yelp as the wind was knocked out of him_

 _The unseen man was about to continue when suddenly there was a knock at the door and he stopped._

" _Enter!" the man said as he turned to see who it was_

 _Peter followed the man's gaze and was greeted to the sight of one of HYDRA's top men, Barron Von Strucker_

" _Ah Strucker, good news I hope?" Leader said as he sent a glare towards Peter_

" _I wouldn't say that" Strucker said with a cough before continuing "It's the other one, the girl…Jessica. She uh escaped from her facility"_

 _The room went silent at that, even Peter ceased his labored breathing before he was suddenly grabbed by neck and thrown to Struker who grabbed him by the shoulder_

" _Then it appears plans have changed, send word to his instructors to increase in his training. I want him ready to deploy within the year, understood?" the shadowed man said in a tone that broker no argument_

 _Strucker nodded "It will be done leader…"_

 _He then grabbed Peter and dragged him out of the office that Peter saw over looked some city by the ocean._

…

Betsy frowned as she backed away from the memory "Guess those rumors about HYDRA having a new leader are true if he's ordering Strucker around like a dog"

Ever since Red Skulls' apparent death at the end of World War two, HYDRA had split off into several cells that were loosely affiliated with each other and out right hostile in certain other cases. But lately the independent cells were beginning to cooperate more, star6ting to coordinate their efforts and plans. It was clear that someone had taken command again and was reuniting HYDRA and it looks like they may have used Peter to do so…

"And they're going to be all the more determined to get him back because of it" Betsy said wordily as she knows that HYDRA is likely already planning their retrieval of Peter and won't stop until he's either back under their control

Or dead

She was about to move on deeper into Peter's mindscape when she suddenly heard a low growl behind her. She tensed and slowly looked over her shoulder to see a small pale figure, the size of a child watching her with beady black eyes. They were nearly bone thin and the skin on it looked to be sort of melting off their body

Betsy turned and slowly activated her psi-blade and held it up, waiting to see what this thing would do. It stared at her for another moment before it suddenly opened it's mouth to reveal rows upon rows of teeth and let out an inhuman yelled

" **AAAAAAAAH!"**

Betsy winced at the volume of it and watched as the short little creature rushed her wth it's arms out and it's teeth barred. Betsy side stepped it and sliced it's head off and watched as the body quickly turned to ash along with the severed head

It was then she heard more movement and looked to see more of these pale white creatures emerging from the darkened areas of Peter's mind, all rushing at her

"…Greeeat" Betsy said as she sent a wave of purple psionic energy towards the horde and broke out into a run in the opposite direction

…

Jessica and Natasha both sat in Peter's room and watched Betsy stand perfectly still, her hand on Peter's forehead, and waited.

"You think she'll be alright?" Jessica asked as she turned towards Natasha

The red head looked towards Jessica with a quirked brow "Why wouldn't she? She's done this before with both you, me and even Logan"

"Yeah but…" Jessica said with a frown as she turned her gaze back to the duo "Peter was apparently the prodigal son of HYDRA, there's no telling what they've put in his head to make sure that telepaths like Betsy can't get inside"

Natasha was silent at that for a long while before she placed a hand on her fellow spider named Avenger "Relax Jess…it's going to take a lot more than some mental defenses by HYDRA to stop Betsy of all people"

Jessica nodded at that as she kept watch over the two "I hope your right Nat…"

"I usually am in these situations" Natasha said with a smirk before she looked at Betsy and quirked her head to the side as her eyes narrowed in interest "Jessica be honest with me…"

"Sure" Jessica said with as she looked to see what her friend had to say

"…Do you think Betsy looks hotter in purple then me?" Natasha said, flooring Jessica

"Wait what?"

"Do you think she looks better in purple then me? Like you would have sex with her good in purple or she just looks hot in purple?" Natasha sked with a straight face

Jessica stared at her friend for a moment before she shook her head "I'm not answering that"

"Why, worried Carol will find out and get all jealous?" Natasha asked with a grin

"No because you both look good in whatever you both wear, black, purple or white" Jessica said with an eye roll "Also me and Carol aren't a thing, we just like to hang out a lot…we never even kissed, let alone go on date of any type"

"Wow…I just lost out on twenty bucks to Grimm" Natasha said with a chuckle before Janet entered the room with a sheepish expression

"Hey guys…how's it going aside from the whole who looks better in what and sleeping with who" Janet joked

"Christ when you say it like that, makes us sound like gossiping teenagers…" Jessica said with a giggle as she returned to watching Betsy and Peter

"Well we never really got to experience that part of life, so better late than never I suppose" Natasha said with a shrug before looking towards their fellow Avenger "So what brings you down here?"

Janet let out an awkward cough "Oh just needed some alone time to uh think on things is all"

The two spider themed women both turned towards Janet, this time Jessica speaking "What's wrong?"

Janet took a careful look towards Peter and Betsy before speaking in a low tone "Hank asked if…if I wanted…to have, you know…"

Jessica's eyes widened at that "Nooo…he asked you if-"

"Kids…yeah" Janet said with a nod as she rubbed her brow at that

Natasha then pushed herself off the table she was leaning against "well this isn't the kind of conversation I can help with. If anyone needs me, I'll be checking to see f Clint has blown his brains out yet or tried to shoot his mother in law"

She than quickly left the room as Jessica scooted over on the chair and patted on the arm rest which Janet approached and sat on

"Okay, start at the beginning" Jessica said

…

Betsy slid under another one of the small little monsters that tried to pounce on her and used her psi-blade to slice it in half before she performed a helicopter kick to send several away and leaped back on to her feet. The little abominations circled Betsy who watched them all with a look of concentration on her face

So far she's concluded that these creatures were a sort of first line of defense to keep her from removing some of the triggers in Peter's mind. So far they've proven to be little trouble even in large numbers but Betsy has enough experience with these kinds of things to know that they were simply testing her too see how powerful she is and weather the thing acts as Peter's mental defense needs to throw something bigger at her

Logan had something similar only the little abominations in his head looked more like a cross between wolves and wolverines…Stryker had a rather poor sense of humor

As she was waiting to see if any of the little abominations would attack her, she saw a rather large nail up ahead, this one easily the size of her entire body. She sent a quick mental probe to see what it was as she grabbed another abomination by it's throat and snapped it's neck before using it as a sort of club to smack another away

This trigger dealt with Peter's violent transformation into an apparent man spider. She quickly sent out a psionic shockwave, knocking multiple abominations back before breaking out into a sprint towards the nail with some of the little abominations right on her heels

It was then a large figure dropped in front of her and slowly rose top it's full height as the little abominations quickly vanished. Betsy tensed as she saw the figure took a step forward and allowed Betsy to get a better look at it. It was covered in hair and some sort of plated armor that one would see on a insect or even a spider, possessed six arms, eight black beady eyes and a snarling maw filled with dripping fangs

"Well Banner wasn't wrong in that I would run into you" Betsy said wryly as the large man spider let out an inhuman roar

" **RRRRAAAAAAAAAAAAOOOOOOORRRRRR!"**

...

* * *

And done.

So next chapter Betsy's first trip into Peter's mindscape comes to an end and the Avengers learn that SHEILD may soon be the very least of their problems as Betsy reveals some rather interesting information in regards to HYDRA


	18. Chapter 18

Answers to reviewers' questions or statements:

 **Harbinger of Kaos** : I don't hate MJ, sides in this story a lot of the supporting cast in Spider-man's comics are vastly different compared to the mainstream universe, here MJ just happens to be a rather dark and twisted Hollywood star

 **justafan** : Next chapter he'll start actually interacting with people more, mainly Jess and Natasha and start the process of connecting with people, along with the occasional light hearted adventure with Franklin, Valeria, Laura and Kitty.

 **Guest** : Peter will be in the harem

 **superwonder** : The spider thing is basically a combination of the man spider persona he has and more of HYDRA's mental booby traps for people like Betsy. No he's already met Felicia back before he had his second fight with the Avengers, it's just Carol he has to meet and she won't be back for a few more chapters, like five more.

 **Fenrir44** : MJ will be appearing in later chapters and serve an interesting role. As for Gwen or Silk appearing later on, yes they will. Wheatear they'll be agents or HYDRA I'm still deciding

Disclaimer: I don't own any Marvel characters seen, mentioned or used

* * *

Betsy quickly threw up a psionic shield as the man spider leaped at her with it's arms raised in attempt to crush her with is strength. Betsy gritted her teeth as she felt the man spider begin to pound away her shield, intent on breaking through it and tearing her apart. She began to back away from the attacking man spider while keeping an eye out for more of those little abominations, she didn't feel like getting jumped on two fronts by these things

' _I'd never hear the end of it if this is how I go, not from some grand battle with Apocalypse, some epic struggle with either the friends of Humanity or some Sentinel attack or even at the hands of Sinister. Instead I get killed off by a bunch of damn mental HYDRA traps'_ Betsy thought as she dropped her shield and created a psi-blade and sliced the man spider across the face, causing it to roar in pain before she channeled a large amount of psionic energy into her foot and sent the psionic empowered kick towards the wounded man spider and blasted it away from her

Betsy than used this moment to sprint towards the nail that was now surrounded by more of those little white abominations she first encountered. She formed two psi-blades and leaped at the little monsters and began to cut and stab her way through the horde and towards the nail that they seemed intent to protect before she was suddenly grabbed from behind by a recovered man spider and tossed into the wall, causing her to let out a pained groan before she narrowly dodged a swipe from the man spider's claws

She kicked off the wall and rammed her knee right into the man spider's face, knocking it's head to the side before she planted both hands on it's shoulders and sent a psionic blast into its body, causing it to roar in agony as she seemingly blasted it's arms and parts of it's shoulders off with her purple psionic energy

She landed in a roll and came up with another psi-blade at the ready and watched as the armless man spider turned towards her with rage in its eyes and let out a roar of anger before it charged towards her

Betsy sighed at this as she sent a powerful psionic wave at the armless creature and blasted it back and watched it burst into pieces like glass almost as it slammed into the wall. She then turned to take care of the nail and saw that it was surrounded now by three more of those man spiders and over a dozen of those little abomination things

"Well I'll give HYDRA this, their determined that I don't destroy that thing" Betsy said as she created a second psi-blade and charged towards the group

…

"So how's things on the farm going?" Natasha asked through a video link to Clint's home

Clint held in a groan as they both can hear two children laughing in the background "I will literally wash every square inch of both Avengers Tower, Charles's mansion, Scott and Emma's mutant school in San Francisco and Strange's Sanctum with my tooth brush if it means not having to spend another minute with that woman!"

Natasha smirked at this "Wow, the great Hawkeye throwing in the towel already?"

Clint looked at her with desperation "You don't understand Nat, nothing I do is good enough for her and in her mind her daughter or kids. She's always going on how I will be gone for weeks if not months at a time, never calling or even so much as writing a letter and how I don't have a real job, apparently saving the world doesn't count unless it comes with a paycheck!"

"Wow, that does sound bad" Natasha snickered

"Oh ha ha ha, your sooo funny" Clint said with a sigh "And don't even get me started on how she keeps saying I'm unfaithful to Launa. Apparently, me being on a team and surrounded by mostly single women who dress like you guys or even in less is a clear sign that I'm having an affair"

Nat quirked a brow at this "Really? And what does Launa have to say about that?"

"She told her mom that I'm as loyal as a dog, don't know wheatear that's a compliment or some sort of insult, but the fact is she says I'd never do that to her and well her mom disagrees and well…" Clint trailed off as they heard an old woman's voice echo in Clint's house

"And look at that, he's off doing that video chat thing with a woman! One that from what I've read and seen has less modesty than porn stars!"

Launa's voice soon spoke up in a mixture of outrage, disbelief and exhaustion "MOM!"

Clint gave Natasha a deadpanned stare "See what I'm dealing with?"

"Well she's not wrong in that I have less modesty than some porn stars" Natasha joked as she leaned back in her chair "Let's hope she doesn't find out I'm more into women than men and that me, your wife and Maria had one juicy threesome on Launa's birthday last month"

Clint snorted at this "Oh don't even joke about that, she's as hardcore Christian as they come. All homophobe and anti-Mutant to levels I didn't even think were humanly possible. You know it's people like her that gave Magneto a rather dark if justifiable reason to want to wipe out Homo Sapiens in the first place"

"Maybe she's a Skrull?" Natasha offered

"Nope, I checked and sadly she ain't. Or a Kree, Chituari, Brood, LMD, or some HYDRA agent…kind of wishing she was the last one so then I have an excuse to deck her" Clint said the last part sullenly before looking down at his still broken arms "I can't even give her the finger when her back is turned!"

"You'll get your chance" Natasha said with a smirk before she let out a sigh "Well Clint, stay strong, rather not find out our temporarily crippled archer decided to blow his brains out because he couldn't put up with his step monster from hell"

"If there's going to be any brains being blown out, it's hers" Clint said with a chuckle before he gave Natasha a nod "Tell the other's I said sup and keep me updated on what's going on with our resident POW"

"Peter's not a POW Clint" Natasha said with a amused look "He just happens to be a guest that's unable to leave for the foreseeable future and must have one of us, namely me and Jess with him at all times and if he starts to act out we'll punish him"

"Yeah, that doesn't sound like a POW to me" Clint snickered before both gave each other a goodbye and ended the call

Natasha let out a groan as she settled in her chair and glanced at the clock, wondering when it'll be a good time to head back up and check on Peter's condition and see if Jess and Janet have ended their 'kid talk' as she has taken to calling those kinds of conversations

It's not like she doesn't hate children or anything, it's just she learned not long after she joined SHEILD she discovered that thanks to the Red Room's biological enhancements to her body, she was now for all intents and purposes sterile…even Reed and Hank McCoy have yet to find a way to reverse what's happened to her

She quickly banished any thoughts relating to her situation before standing up and cracking her neck "Might as well get some sleep, something tells me I'm gonna need it"

She proceeded to dress down into a simple black bra and panties and quietly made her way to her bed while asking JARVIS to wake her if anything significant happens in regard to Peter, like another jailbreak or on the verge of dying again

…

"…I mean I'd make a good mother, right?" Janet asked as she and Jessica watched as Betsy continued to mentally snoop out and destroy some of the triggers in Peter's mind

"Yeah…why wouldn't you?" Jessica asked as she glanced at the other superheroine

"Well it's just…do you think I'm…" Janet trailed off as she tried to find the right word "Do you think I'm overbearing?"

Jessica raised a brow at this "Uhh not really…"

"Or too controlling?" Janet asked with wide eyes "Hank says I can get pretty controlling"

"Well you do have a tendency to make other people's decisions for them…like Hank" Jessica said dryly

"Oh…" Janet said with a blush before she and Jessica both heard Betsy let out a sigh before she backed away from Peter and rub her temples

"Well that could have gone better" the purple headed woman said as Jessica got up and approached her friend

"You alright Betsy?" Jessica asked as the woman nodded

"Yeah, just wasn't expecting HYDRA's defenses for him to be that good" she said glancing at Peter with a thoughtful expression "There's still some things in there that I couldn't get to, I'll have to schedule another session with him when he's in better health"

"I'll let Natasha and the rest know" Jessica said as she saw Peter stir slightly before settling back in

"How was it in there?" Janet asked from her seat

"Not the worse…but not the best either" Betsy said as she glanced at Peter "HYDRA really fucked him up in ways that I doubt he'll ever truly recover…"

"Damn…" Jessica said with a saddened expression on her face "Did you find anything useful in there that could help us in regards to HYDRA?"

"A few things…" Betsy said with a nod "One of which is Steve was right about HYDRA getting a new leader after all this time…and Peter seemed to have been his own personal Grim Reaper"

"Did you see who it was?" Jessica pressed with an inquisitive expression on her face

Betsy shook her head with annoyance, more at herself then anything "No, he always either kept out of Peter's direct line if sight or was carefully shadowed, probably both for theatrical and practical reasons…if Peter ever did see his face or hear his name, it must have been one of the memories that was wiped from his mind"

"Dammit!" Jessica hissed in anger

"Also…we might wanna keep an eye on Mary Jane Watson…" Betsy said with a frown on her face as the memory of Peter killing an apparent rogue HYDRA scientist and then sleeping with said woman next to the body came to mind

"Wait, Mary Jane as in the Hollywood actress?" Janet said with surprise "She's one of my company's best models for out swimsuit and lingerie wear!"

"And has some sort of connection to HYDRA…I'll explain later" Betsy said as she rubbed her back of her head "And Jess…"

"Yeah?" the female spider themed hero said with some feeling of foreboding entering her

"You know Madam Hydra right, Viper?" Betsy said with a look of loathing entering her features

"Yes…" Jessica said with some anger ion her tone at the mentioning of her old tormentor

"…She raped Peter when he was with HYDRA" Betsy said with a straight face, causing Janet to gasp and Jessica's eyes to widen before they narrowed in rage, her hands crackling with her venom blasts

"What?" she gritted out

"At one point, and likely several others, she more or less forced herself on Peter" Betsy revealed "Hell I wouldn't be surprised if Elisa may have done so too"

The three women silently stared at Peter's sleeping form for several minutes, the room thick with an uncomfortable tension before Betsy slowly stood up "I'll be back in a few days for another session, I'll see if I can bring Xavier to help out. He's a lot better at this whole soothing mental process than I am and he might be able to pick up something I've missed or make the treatment better"

Jessica nodded and gave the woman a hug along with Janet before she silently left the room followed several moments later by Janet. Jessica remained there and watched as Peter continued to sleep before she gave him a light kiss on the temple before leaning back and staring at him with a determined expression

"Don't worry…I'm not going to let HYDRA hurt you ever again…"

…

* * *

And done.

Next chapter, the a surprise guest visits the Avengers and doesn't take Peter being there to well…and we discover a little bit more of his time in HYDRA


End file.
